Howard Hughes (NYSE: HHH) executive reports RSU vesting, tax withholding and new grants

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. executive equity update: President, Houston Region, James Carman reported several stock-based compensation events on February 3, 2026. An additional 2,258 common shares vested from previously granted 2023 performance RSUs after the company’s adjusted NAV performance was certified at 200% of target for the three-year period ending December 31, 2025.

To cover taxes on this vesting, 1,220 shares were withheld by the company at $79.77 per share, with no shares sold by Carman. He also received 2,967 time-based restricted shares and 2,967 performance-based restricted shares under the 2025 Equity Incentive Plan, bringing his directly held common stock to 23,881 shares.

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

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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^*

Carman James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Houston Region

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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 per share	02/03/2026		A		2,258(1)	A	$0	19,167	D
Common stock, $0.01 par value per share	02/03/2026		F		1,220(2)	D	$79.77	17,947	D
Common stock, $0.01 par value per share	02/03/2026		A		2,967(3)	A	$0	20,914	D
Common stock, $0.01 par value per share	02/03/2026		A		2,967(4)	A	$0	23,881	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. As previously reported, on March 23, 2023, the Reporting Person was granted performance-based restricted shares (the "2023 RSUs"), and, based on the Company's adjusted net asset value growth ("NAV") over a three-year term ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of target 2023 RSUs. On February 3, 2026, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer approved the Company's NAV as of December 31, 2025 for purposes of the 2023 RSUs and, accordingly, certified the achievement of the pre-established performance targets at 200% for the Measurement Period. As a result of the Committee's certification, the vesting of an additional 2,258 shares of common stock was approved.

2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of the 2023 RSUs. No shares were sold by the reporting person.

3. Represents shares of time-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 3, 2027, December 31, 2027 and December 31, 2028.

4. Represents shares of performance-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, which cliff vest, if at all, on December 31, 2028 based upon achievement of certain performance metrics.

	/s/ Nathan Bryce, Attorney-in-fact for James Carman	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What did Howard Hughes (HHH) executive James Carman report in this Form 4?

James Carman reported multiple stock-based compensation events on February 3, 2026. These included vesting of performance-based RSUs, tax withholding via share retention, and new grants of time-based and performance-based restricted stock under the 2025 Equity Incentive Plan.

How many Howard Hughes (HHH) shares vested from James Carman’s 2023 performance RSUs?

An additional 2,258 common shares vested from Carman’s 2023 performance RSUs. The Compensation Committee certified the company’s adjusted NAV growth at 200% of target for the three-year period ending December 31, 2025, triggering this extra vesting.

Did James Carman sell any Howard Hughes (HHH) shares in this Form 4 filing?

No, the filing states that no shares were sold by James Carman. Instead, 1,220 shares of common stock were withheld by the company at $79.77 per share solely to satisfy tax withholding obligations tied to the RSU vesting.

What new restricted stock awards did James Carman receive from Howard Hughes (HHH)?

Carman received 2,967 time-based and 2,967 performance-based restricted shares. The time-based grant vests in thirds on February 3, 2027, December 31, 2027, and December 31, 2028, while the performance-based grant cliff vests on December 31, 2028 if performance targets are met.

How many Howard Hughes (HHH) shares does James Carman own after these transactions?

Following the reported transactions, James Carman directly owns 23,881 common shares. This figure reflects the additional vested shares, the tax withholding share reduction, and the newly granted restricted stock awards recorded in the Form 4.

What performance metric drove the 200% payout on James Carman’s 2023 RSUs at Howard Hughes (HHH)?

The 200% payout was based on adjusted net asset value growth. The company’s Compensation Committee approved the NAV as of December 31, 2025, and certified pre-established performance targets at 200% over the three-year measurement period, increasing the RSU vesting.