Howard Hughes (NYSE: HHH) Form 4 shows 156-share tax withholding

Rhea-AI Filing Summary

The Form 4 shows that Howard Hughes Holdings Inc. Chief Accounting Officer Elena Verbinskaya had 156 shares of common stock withheld on February 5, 2026 at $80.04 per share to cover tax obligations on vesting restricted stock. After this tax withholding, she directly owns 9,855 shares of HHH common stock. The filing notes that no shares were sold; the withheld shares relate to previously granted awards under the company’s Amended and Restated 2020 Incentive Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Verbinskaya Elena

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, $0.01 par value per share	156	$80.04	$12K

Holdings After Transaction: Common stock, $0.01 par value per share — 9,855 shares (Direct)

Footnotes (1)

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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^*

Verbinskaya Elena

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		156(1)	D	$80.04	9,855	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 shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of time-based shares of restricted stock previously granted to the reporting person. The grants of such shares were previously reported and made under the Issuer's Amended and Restated 2020 Incentive Plan. No shares were sold by the reporting person.

	/s/ Nathan Bryce, Attorney-in-fact for Elena Verbinskaya	02/09/2026
	** 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

What insider transaction did HHH report for Elena Verbinskaya?

Howard Hughes Holdings Inc. reported that 156 shares of HHH common stock were withheld from Chief Accounting Officer Elena Verbinskaya on February 5, 2026. The shares were withheld to cover tax obligations on vesting restricted stock, and no shares were sold.

Did the HHH Chief Accounting Officer sell any shares in this Form 4?

No, the filing states that no shares were sold by the HHH Chief Accounting Officer. Instead, 156 shares were withheld by the company to satisfy tax withholding requirements tied to vesting restricted stock awarded under the 2020 Incentive Plan.

How many HHH shares does Elena Verbinskaya own after this transaction?

After the reported transaction, Chief Accounting Officer Elena Verbinskaya directly owns 9,855 shares of Howard Hughes Holdings Inc. (HHH) common stock. This figure reflects the deduction of 156 shares withheld to cover taxes on previously granted restricted stock that vested.

What was the price used for the HHH share tax withholding?

The tax withholding for Howard Hughes Holdings Inc. (HHH) shares used a price of $80.04 per share for the 156 shares withheld. This amount was applied when restricted stock vested and the issuer retained shares to meet the related tax obligations.

Under which plan were the HHH restricted stock grants made?

The restricted stock grants for the HHH Chief Accounting Officer were made under Howard Hughes Holdings Inc.’s Amended and Restated 2020 Incentive Plan. The Form 4 notes the awards were previously reported, and the 156 withheld shares relate to tax obligations on vesting of those grants.

What does transaction code F mean in the HHH Form 4 filing?

In this HHH Form 4, transaction code F indicates shares were withheld to pay taxes upon vesting of stock awards. Here, 156 shares of common stock were retained by the issuer to satisfy tax withholding, and the insider did not sell shares in the market.