Howard Hughes (NYSE: HHH) GC has 483 shares withheld for taxes

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. officer Joseph Valane reported a tax‑related share withholding. On 02/05/2026, 483 shares of common stock at $80.04 per share were withheld by the company to satisfy tax obligations tied to vesting restricted stock under the Amended and Restated 2020 Incentive Plan.

After this non-sale transaction, Valane directly beneficially owns 27,949 shares of Howard Hughes Holdings common stock. The footnote clarifies that no shares were sold by the reporting person; the shares were retained by the issuer solely for tax withholding.

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^*

Valane Joseph

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		483(1)	D	$80.04	27,949	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 time-based 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 Joseph Valane	02/09/2026
	** 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).
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FAQ

What insider transaction did Joseph Valane report for Howard Hughes Holdings (HHH)?

Joseph Valane reported a tax-related withholding of Howard Hughes common stock. On 02/05/2026, the issuer withheld 483 shares upon vesting of previously granted restricted stock to cover tax obligations, with no open-market sale by Valane.

How many Howard Hughes (HHH) shares were withheld and at what price?

The issuer withheld 483 shares of Howard Hughes common stock at $80.04 per share. This withholding satisfied tax obligations arising from the vesting of time-based restricted stock awards previously granted to General Counsel and Secretary Joseph Valane.

Did Joseph Valane actually sell Howard Hughes (HHH) shares in this Form 4 filing?

No, Valane did not sell shares. The Form 4 states the 483 shares were withheld by the issuer solely to satisfy tax withholding obligations on vested restricted stock, and explicitly notes that no shares were sold by the reporting person.

How many Howard Hughes (HHH) shares does Joseph Valane own after this transaction?

Following the reported withholding, Valane beneficially owns 27,949 shares of Howard Hughes common stock directly. This figure reflects his holdings after the issuer retained 483 shares to cover taxes on the vesting restricted stock units.

What does transaction code "F" mean in Joseph Valane’s Howard Hughes (HHH) Form 4?

Transaction code “F” denotes a tax-related withholding of shares. In this case, Howard Hughes withheld 483 shares from Valane’s vested restricted stock to cover tax obligations under the company’s Amended and Restated 2020 Incentive Plan.