Howard Hughes (HHH) director receives 4,038-share restricted stock award under 2025 plan

Rhea-AI Filing Summary

SELLERS R SCOT reported acquisition or exercise transactions in this Form 4 filing.

Howard Hughes Holdings Inc. director equity grant: Director R. Scot Sellers received an award of 4,038 shares of common stock as restricted stock under the company’s 2025 Equity Incentive Plan. These shares were granted at no cash cost and are part of his director compensation.

After the award, Sellers directly holds 71,555 shares of Howard Hughes Holdings Inc. common stock. The restricted shares vest on the earlier of the 2027 annual meeting of stockholders or June 1, 2027, tying his compensation to the company’s longer-term performance.

Insights

Equity compensation analyst

Routine director equity grant with long-dated vesting and no cash transaction.

Director R. Scot Sellers received 4,038 shares of restricted common stock as compensation under the 2025 Equity Incentive Plan. The grant price is shown as $0.0000 per share, confirming this is an award rather than an open-market purchase.

The award lifts his direct holdings to 71,555 shares, aligning his interests with shareholders through equity rather than cash. The shares vest on the earlier of the 2027 annual meeting or June 1, 2027, creating a multi-year incentive horizon.

This is a standard governance practice for non-employee directors and does not, by itself, signal any change in the company’s outlook. There are no derivative positions reported in this filing, emphasizing the focus on full-value share ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SELLERS R SCOT

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value	4,038	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value — 71,555 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 4,038 shares Grant price: $0.0000 per share Post-transaction holdings: 71,555 shares +1 more

4 metrics

Restricted stock grant 4,038 shares Award of common stock to director on June 19, 2026

Grant price $0.0000 per share Equity award, not open-market purchase

Post-transaction holdings 71,555 shares Director’s direct ownership after the grant

Vesting date Earlier of 2027 annual meeting or June 1, 2027 Restricted stock vesting schedule

Key Terms

restricted stock, 2025 Equity Incentive Plan, non-employee directors

3 terms

restricted stock financial

"Represents restricted stock granted to non-employee directors pursuant to the Issuer's 2025 Equity Incentive Plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2025 Equity Incentive Plan financial

"granted to non-employee directors pursuant to the Issuer's 2025 Equity Incentive Plan."

non-employee directors financial

"Represents restricted stock granted to non-employee directors pursuant to the Issuer's 2025 Equity Incentive Plan."

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 06:19 PM Accepted by SEC EDGAR 06/24/2026 - 06:19 PM Learn about SEC filing dates

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^*

SELLERS R SCOT

(Last) (First) (Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS TEXAS 77380

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	06/19/2026		A		4,038(1)	A	$0	71,555	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 2025 Equity Incentive Plan. The shares vest on the earlier of the 2027 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2027.

	/s/ Nathan Bryce (Attorney-in-Fact for R. Scot Sellers)	06/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Howard Hughes Holdings (HHH) director R. Scot Sellers receive in this Form 4 filing?

Director R. Scot Sellers received an award of 4,038 shares of Howard Hughes Holdings common stock. The shares are restricted stock granted as part of his compensation under the 2025 Equity Incentive Plan, rather than an open-market stock purchase.

Is the R. Scot Sellers transaction in HHH stock a market buy or a compensation grant?

The transaction is a compensation grant, not a market purchase. Sellers acquired 4,038 restricted shares at a stated price of $0.0000 per share, reflecting an equity award under the 2025 Equity Incentive Plan for non-employee directors.

How many Howard Hughes Holdings (HHH) shares does R. Scot Sellers hold after this grant?

After the grant, R. Scot Sellers directly holds 71,555 shares of Howard Hughes Holdings common stock. This total includes the newly awarded 4,038 restricted shares and represents his post-transaction direct ownership position reported in the Form 4 filing.

When do R. Scot Sellers’ newly granted HHH restricted shares vest?

The 4,038 restricted shares vest on the earlier of the 2027 annual meeting of Howard Hughes Holdings stockholders or June 1, 2027. This multi-year vesting period is designed to encourage longer-term alignment between the director and shareholders.

What plan governs the restricted stock grant to R. Scot Sellers at Howard Hughes Holdings (HHH)?

The restricted stock grant is made under Howard Hughes Holdings’ 2025 Equity Incentive Plan. This plan provides equity-based compensation to non-employee directors, using stock awards to align director incentives with shareholder interests over a longer time horizon.

Does the Form 4 for Howard Hughes Holdings (HHH) show any options or derivative securities for R. Scot Sellers?

The filing does not report any derivative securities for R. Scot Sellers. It shows only a grant of 4,038 shares of restricted common stock and a resulting direct ownership of 71,555 shares, with no remaining option or similar derivative positions listed.