Howard Hughes Holdings Inc. (HHH) EVP reports 457-share tax withholding

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. executive Andrew Davis, EVP and Head of Investments & Operations, reported an insider transaction involving company common stock. On 12/31/2025, 457 shares of common stock were withheld by the company at a price of $79.77 per share to cover tax withholding obligations tied to the vesting of previously granted restricted stock. These restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan. After this tax-related withholding, Davis beneficially owns 19,646 shares of Howard Hughes Holdings Inc. common stock, held directly. The filing confirms that no shares were sold by Davis in the open market as part of this transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Davis Andrew D.

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, $0.01 par value per share	457	$79.77	$36K

Holdings After Transaction: Common stock, $0.01 par value per share — 19,646 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^*

Davis Andrew D.

(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)
	See Remarks

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		457(1)	D	$79.77	19,646	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.

Remarks:

EVP, Head of Investments & Operations

	/s/ Nathan Bryce, Attorney-in-fact for Andrew Davis	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).
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 Howard Hughes Holdings Inc. (HHH) report for Andrew Davis?

The filing shows that 457 shares of Howard Hughes Holdings Inc. common stock were withheld on 12/31/2025 to satisfy tax withholding obligations related to the vesting of previously granted restricted stock held by executive Andrew Davis.

Did Andrew Davis sell any Howard Hughes Holdings Inc. (HHH) shares in this transaction?

No. The filing states that no shares were sold by Andrew Davis; the 457 shares were withheld by the issuer solely to cover tax withholding obligations upon vesting of restricted stock.

How many Howard Hughes Holdings Inc. (HHH) shares does Andrew Davis own after this transaction?

Following the tax withholding transaction, Andrew Davis beneficially owns 19,646 shares of Howard Hughes Holdings Inc. common stock, held in direct ownership.

What was the price used for the withheld Howard Hughes Holdings Inc. (HHH) shares?

The 457 shares of common stock withheld for tax purposes were valued at a price of $79.77 per share, as reported in the filing.

Under which plan were Andrew Davis’s restricted stock grants made at Howard Hughes Holdings Inc. (HHH)?

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

What is Andrew Davis’s role at Howard Hughes Holdings Inc. (HHH)?

Andrew Davis is an officer of Howard Hughes Holdings Inc., serving as EVP, Head of Investments & Operations, according to the filing.