Howard Hughes (HHH) regional president awarded new time- and performance-based stock

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. executive receives equity awards. Regional President, Columbia Kristi Smith reported receiving two grants of common stock on February 3, 2026 under the company’s 2025 Equity Incentive Plan. Each grant covers 3,123 shares at a price of $0 per share.

One grant is time-based restricted stock that vests in three equal parts on February 3, 2027, December 31, 2027, and December 31, 2028. The other is performance-based restricted stock that will cliff vest, if performance goals are met, on December 31, 2028.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Kristi

Role Regional President, Columbia

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value per share	3,123	$0.00	--
Grant/Award	Common stock, $0.01 par value per share	3,123	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value per share — 23,636 shares (Direct)

Footnotes (1)

1. Represents shares of time-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 3, 2027, December 31, 2027 and December 31, 2028. Represents shares of performance-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, which cliff vest, if at all, on December 31, 2028 based upon achievement of certain performance metrics.

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^*

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)
02/03/2026

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	02/03/2026		A		3,123(1)	A	$0	23,636	D
Common stock, $0.01 par value per share	02/03/2026		A		3,123(2)	A	$0	26,759	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 time-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 3, 2027, December 31, 2027 and December 31, 2028.

2. Represents shares of performance-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, which cliff vest, if at all, on December 31, 2028 based upon achievement of certain performance metrics.

	/s/ Nathan Bryce, Attorney-in-fact for Kristi Smith	02/05/2026
	** 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 HHH executive Kristi Smith report on this Form 4?

Kristi Smith reported receiving two equity grants in Howard Hughes Holdings common stock. On February 3, 2026 she acquired 3,123 time-based restricted shares and 3,123 performance-based restricted shares, both at $0 per share, under the company’s 2025 Equity Incentive Plan.

How many Howard Hughes (HHH) shares were granted to Kristi Smith?

Kristi Smith was granted a total of 6,246 restricted shares. This consists of 3,123 time-based restricted shares and 3,123 performance-based restricted shares of Howard Hughes Holdings common stock, all awarded on February 3, 2026 as part of equity compensation.

What are the vesting terms of Kristi Smith’s time-based restricted HHH stock?

The time-based restricted stock vests in three equal installments. One-third of the 3,123 shares vests on February 3, 2027, another third on December 31, 2027, and the final third on December 31, 2028, subject to continued service conditions under the equity plan.

How do the performance-based restricted HHH shares vest for Kristi Smith?

The performance-based restricted stock is scheduled to cliff vest on December 31, 2028. Vesting occurs only if specified performance metrics are achieved, meaning all 3,123 shares either vest together at that date or do not vest at all, depending on results.

What role does Kristi Smith hold at Howard Hughes Holdings (HHH)?

Kristi Smith is an officer of Howard Hughes Holdings, serving as Regional President, Columbia. Her Form 4 filing reflects equity compensation tied to this leadership role, including time-based and performance-based restricted stock granted under the 2025 Equity Incentive Plan.

Were Kristi Smith’s HHH restricted stock grants made at a purchase price?

No, the restricted stock grants to Kristi Smith were reported at a price of $0 per share. This reflects typical equity compensation, where shares are awarded subject to vesting conditions rather than purchased for cash in an open-market transaction.