Howard Hughes (HHH) director receives 3,290-share restricted stock grant under 2025 plan

Rhea-AI Filing Summary

Lachman Thomas Cecil reported acquisition or exercise transactions in this Form 4 filing.

Howard Hughes Holdings Inc. director Thomas Cecil Lachman received a grant of 3,290 shares of restricted common stock as compensation for service as a non-employee director under the company’s 2025 Equity Incentive Plan. These shares vest on the earlier of the 2027 annual stockholders’ meeting or June 1, 2027. Following this award, Lachman directly holds 5,754 shares of common stock. This grant is a stock-based compensation award, not an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lachman Thomas Cecil

Role null

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

Holdings After Transaction: Common stock, $0.01 par value — 5,754 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock granted: 3,290 shares Grant price per share: $0.00 per share Shares held after transaction: 5,754 shares +1 more

4 metrics

Restricted stock granted 3,290 shares Grant to non-employee director on June 19, 2026

Grant price per share $0.00 per share Equity compensation, not open-market purchase

Shares held after transaction 5,754 shares Thomas Cecil Lachman direct holdings following grant

Latest possible vesting date June 1, 2027 Vests earlier of 2027 annual meeting or this date

Key Terms

restricted stock, non-employee directors, 2025 Equity Incentive Plan, annual meeting of stockholders

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.

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.

2025 Equity Incentive Plan financial

"Represents restricted stock granted to non-employee directors pursuant to the Issuer's 2025 Equity Incentive Plan."

annual meeting of stockholders financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 06:11 PM Accepted by SEC EDGAR 06/24/2026 - 06:10 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^*

Lachman Thomas Cecil

(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 Thom Lachman)	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)

FAQ

What insider transaction did Howard Hughes Holdings Inc. (HHH) report for Thomas Cecil Lachman?

Howard Hughes Holdings Inc. reported that director Thomas Cecil Lachman received a grant of 3,290 shares of restricted common stock. The award was made as compensation under the company’s 2025 Equity Incentive Plan for non-employee directors.

How many Howard Hughes (HHH) shares does Thomas Cecil Lachman hold after this Form 4 transaction?

After the reported grant, Thomas Cecil Lachman directly holds 5,754 shares of Howard Hughes Holdings Inc. common stock. This total includes the newly granted 3,290 restricted shares disclosed in the Form 4 insider filing.

What are the vesting terms of Thomas Cecil Lachman’s restricted stock grant at Howard Hughes (HHH)?

The 3,290 restricted shares granted to Thomas Cecil Lachman vest on the earlier of the 2027 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2027. Until vesting, the shares are subject to forfeiture conditions.

Was Thomas Cecil Lachman’s Howard Hughes (HHH) Form 4 transaction a market purchase or a compensation grant?

The transaction was a compensation grant, not a market purchase. Lachman received 3,290 restricted shares at a price of $0.00 per share, issued under the company’s 2025 Equity Incentive Plan for non-employee directors.

Under which plan was the restricted stock granted to Thomas Cecil Lachman at Howard Hughes (HHH)?

The restricted stock was granted under Howard Hughes Holdings Inc.’s 2025 Equity Incentive Plan. The footnote specifies this plan applies to non-employee directors, with the 3,290 restricted shares subject to time-based vesting conditions.