Howard Hughes director granted 2,169 restricted shares

Wautier Jean-Baptiste Robert Bernard reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Wautier Jean-Baptiste Robert Bernard reported acquisition or exercise transactions in this Form 4 filing.

Howard Hughes Holdings Inc. director Jean-Baptiste Robert Bernard Wautier received a grant of 2,169 shares of common stock as restricted stock compensation. The award was made at no cash cost to him under the company’s 2025 Equity Incentive Plan.

These restricted shares vest on the earlier of the company’s 2027 annual stockholders meeting or June 1, 2027. Following this grant, Wautier holds a total of 4,263 shares of Howard Hughes Holdings common stock directly, reflecting routine equity-based director compensation rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 2,169 shares

Grant/Award 1 txn

Insider Wautier Jean-Baptiste Robert Bernard

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value	2,169	$0.00	$0.00

Holdings After Transaction: Common stock, $0.01 par value — 4,263 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Restricted stock grant: 2,169 shares Post-grant holdings: 4,263 shares Grant price: $0.00 per share +1 more

4 metrics

Restricted stock grant 2,169 shares Common stock award on June 19, 2026

Post-grant holdings 4,263 shares Total direct common stock after transaction

Grant price $0.00 per share Reported transaction price for restricted stock

Vesting deadline June 1, 2027 Vests earlier of 2027 annual meeting or this date

Key Terms

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

4 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

"Represents restricted stock 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.

vest financial

"The shares vest on the earlier of the 2027 annual meeting of stockholders or June 1, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

What did the Howard Hughes Holdings (HHH) director acquire in this Form 4?

The director received 2,169 shares of Howard Hughes Holdings common stock as a restricted stock grant. This was part of equity compensation, issued at no cash cost, and structured under the company’s 2025 Equity Incentive Plan for non-employee directors.

How many Howard Hughes (HHH) shares does the director hold after this grant?

After the grant, the director holds 4,263 shares of Howard Hughes Holdings common stock directly. This total includes the newly awarded 2,169 restricted shares and represents his reported direct ownership position following the June 19, 2026 compensation transaction.

When do the restricted Howard Hughes (HHH) shares granted to the director vest?

The restricted shares vest on the earlier of the 2027 annual meeting of Howard Hughes Holdings stockholders or June 1, 2027. Until vesting, the award remains subject to the time-based conditions established under the company’s 2025 Equity Incentive Plan.

Was the Howard Hughes (HHH) director grant in this Form 4 an open-market purchase?

No, the transaction was not an open-market purchase. The director received 2,169 restricted shares as a compensation grant at a reported price of $0.00 per share, rather than buying shares on the market, reflecting routine equity-based director compensation.

Under which plan were the Howard Hughes (HHH) restricted shares granted to the director?

The restricted shares were granted under Howard Hughes Holdings Inc.’s 2025 Equity Incentive Plan. This plan provides equity awards to non-employee directors, and in this case delivered 2,169 restricted shares that vest by the earlier of the 2027 annual meeting or June 1, 2027.

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Accepted by SEC EDGAR 06/24/2026 - 06:15 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
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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 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		2,169(1)	A	$0	4,263	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 Jean-Baptiste Wautier)	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)