HHH officer has 384 shares withheld for taxes

Howard Hughes Holdings Inc. (HHH) regional president Kristi Smith reported a routine tax-withholding transaction in company stock.

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) regional president Kristi Smith reported a routine tax-withholding transaction in company stock. On February 5, 2026, 384 shares of common stock were withheld by the company at a price of $80.04 per share to cover tax obligations triggered by the vesting of previously granted time-based restricted stock.

These restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan and had been reported earlier. No shares were sold by Smith in the open market, and she now directly holds 26,375 shares of Howard Hughes Holdings common stock after this withholding.

Insider Trade Summary

Exercise Price or Tax Liability: 384 shares

Exercise Price or Tax Liability 1 txn

Insider Smith Kristi

Role Regional President, Columbia

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock, $0.01 par value per share	384	$80.04	$31K

Holdings After Transaction: Common stock, $0.01 par value per share — 26,375 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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What did Howard Hughes (HHH) officer Kristi Smith report in this Form 4?

Kristi Smith reported that 384 shares of Howard Hughes common stock were withheld on February 5, 2026 to cover tax obligations from vesting restricted stock. These awards came from the company’s Amended and Restated 2020 Incentive Plan and were previously disclosed.

Did Kristi Smith sell any Howard Hughes (HHH) shares in this filing?

No, Kristi Smith did not sell any shares. The 384 shares reported were withheld by Howard Hughes Holdings to satisfy tax withholding obligations tied to vesting restricted stock, rather than shares being sold into the market by her.

How many Howard Hughes (HHH) shares were withheld for taxes in this Form 4?

The filing shows that 384 shares of Howard Hughes Holdings common stock were withheld at a price of $80.04 per share. This withholding occurred when previously granted time-based restricted stock vested and triggered associated tax obligations for Kristi Smith.

What equity plan does this Howard Hughes (HHH) Form 4 transaction relate to?

The transaction relates to time-based restricted stock granted under Howard Hughes Holdings’ Amended and Restated 2020 Incentive Plan. Those grants had been reported earlier, and the current Form 4 only reflects shares withheld to cover taxes upon vesting.

How many Howard Hughes (HHH) shares does Kristi Smith own after this transaction?

After the February 5, 2026 tax-withholding event, Kristi Smith directly owns 26,375 shares of Howard Hughes Holdings common stock. This share count reflects the net position following the withholding of 384 shares to satisfy tax obligations.

What is Kristi Smith’s role at Howard Hughes (HHH) mentioned in the Form 4?

Kristi Smith is identified as an officer of Howard Hughes Holdings with the title Regional President, Columbia. This role is disclosed in the Form 4 along with details of her equity holdings and the tax-withholding stock transaction.

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Accepted by SEC EDGAR 02/09/2026 - 05:21 PM EST 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^*

Smith Kristi

(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)
	Regional President, Columbia

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		384(1)	D	$80.04	26,375	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 Kristi Smith	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).
** 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.