Howard Hughes director granted 3,290 shares

PANUCCIO SUSAN reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

PANUCCIO SUSAN reported acquisition or exercise transactions in this Form 4 filing.

Howard Hughes Holdings Inc. director Susan Panuccio received a grant of 3,290 shares of restricted common stock. The award was granted as compensation to a non-employee director under the company’s 2025 Equity Incentive Plan and carried no purchase price.

Following this grant, Panuccio holds 5,754 common shares directly. The restricted stock is scheduled to vest on the earlier of the 2027 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2027, aligning her incentives with longer-term shareholder outcomes.

Insider Trade Summary

Grant/Award: 3,290 shares

Grant/Award 1 txn

Insider PANUCCIO SUSAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value	3,290	$0.00	$0.00

Holdings After Transaction: Common stock, $0.01 par value — 5,754 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: 3,290 shares Shares held after grant: 5,754 shares Grant price per share: $0.00 per share +1 more

4 metrics

Restricted stock grant 3,290 shares Award to non-employee director on June 19, 2026

Shares held after grant 5,754 shares Director Susan Panuccio direct ownership post-transaction

Grant price per share $0.00 per share Equity compensation award, no purchase price paid

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

Key Terms

restricted stock, 2025 Equity Incentive Plan, non-employee directors, Form 4

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

"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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

What insider transaction did Howard Hughes Holdings (HHH) disclose for Susan Panuccio?

Howard Hughes Holdings reported that director Susan Panuccio received 3,290 shares of restricted common stock. The grant was compensation for her role as a non-employee director under the company’s 2025 Equity Incentive Plan, rather than an open-market share purchase.

How many Howard Hughes (HHH) shares does Susan Panuccio hold after this Form 4?

After the restricted stock grant, Susan Panuccio directly holds 5,754 shares of Howard Hughes common stock. This reflects her updated ownership position following the 3,290-share award reported in the Form 4 filing for non-employee director compensation.

When do Susan Panuccio’s newly granted Howard Hughes (HHH) restricted shares vest?

The 3,290 restricted shares granted to Susan Panuccio vest on the earlier of the 2027 annual meeting of stockholders or June 1, 2027. This multi-year vesting schedule is designed to align her compensation with longer-term company and shareholder interests.

What plan governs the restricted stock grant to Howard Hughes (HHH) director Susan Panuccio?

The restricted stock grant to Susan Panuccio was made under Howard Hughes Holdings Inc.’s 2025 Equity Incentive Plan. This plan provides equity-based compensation to eligible participants, including non-employee directors, to link their rewards to the company’s long-term performance.

Was Susan Panuccio’s Howard Hughes (HHH) share grant an open-market purchase or a compensation award?

The 3,290-share transaction was a compensation award, not an open-market purchase. It represents restricted stock granted to Susan Panuccio as a non-employee director, with no purchase price, under Howard Hughes Holdings’ 2025 Equity Incentive Plan.

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Accepted by SEC EDGAR 06/24/2026 - 06:20 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^*

PANUCCIO SUSAN

(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		3,290(1)	A	$0	5,754	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 Susan Panuccio)	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)