Howard Hughes Holdings Inc. (HHH) CFO logs 1,774-share tax withholding

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. Chief Financial Officer Carlos A. Olea reported a routine equity transaction involving company stock. On 12/31/2025, 1,774 shares of common stock were withheld by the company at a price of $79.77 per share to cover tax withholding obligations that arose when previously granted restricted stock vested. These restricted stock awards were granted under the company’s Amended and Restated 2020 Incentive Plan and had been reported earlier. After this tax withholding event, Olea beneficially owned 44,475 shares of common stock directly. The filing notes that no shares were sold by the reporting person in this transaction.

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^*

Olea Carlos A.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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 per share	12/31/2025		F		1,774(1)	D	$79.77	44,475	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 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 Carlos A. Olea	01/05/2026
	** 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).
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FAQ

What insider transaction did HHH’s CFO report in this Form 4?

Howard Hughes Holdings Inc. Chief Financial Officer Carlos A. Olea reported that on 12/31/2025, 1,774 shares of common stock were withheld by the company to satisfy tax withholding obligations tied to vesting restricted stock.

At what price were the HHH shares withheld for the CFO’s tax obligations?

The 1,774 shares of Howard Hughes Holdings Inc. common stock were withheld at a price of $79.77 per share to cover the CFO’s tax withholding obligations.

How many HHH shares does the CFO own after this reported transaction?

Following the 12/31/2025 tax withholding transaction, CFO Carlos A. Olea beneficially owned 44,475 shares of Howard Hughes Holdings Inc. common stock directly.

Were any HHH shares actually sold by the CFO in this transaction?

No. The filing states that no shares were sold by the reporting person. The 1,774 shares were withheld by the issuer solely to satisfy tax withholding obligations related to vesting restricted stock.

What equity plan was involved in the HHH CFO’s restricted stock vesting?

The restricted stock that vested and triggered the tax withholding was granted under Howard Hughes Holdings Inc.’s Amended and Restated 2020 Incentive Plan.

What is the relationship of the reporting person to Howard Hughes Holdings Inc.?

The reporting person, Carlos A. Olea, is an officer of Howard Hughes Holdings Inc., serving as its Chief Financial Officer, and he filed the report as a single reporting person.