HHH executive has 420 shares withheld for taxes

Howard Hughes Holdings Inc. officer Douglas Johnstone reported a routine tax-related share withholding.

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. officer Douglas Johnstone reported a routine tax-related share withholding. On February 5, 2026, 420 shares of common stock were withheld by the company to cover tax obligations when previously granted time-based restricted stock vested. This was not an open-market sale. After this withholding, Johnstone directly beneficially owns 26,839 shares of Howard Hughes common stock. The restricted stock was granted under the company’s Amended and Restated 2020 Incentive Plan, reflecting standard equity compensation practices for executives.

Insider Trade Summary

Exercise Price or Tax Liability: 420 shares

Exercise Price or Tax Liability 1 txn

Insider Johnstone Douglas

Role See Remarks

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock, $0.01 par value per share	420	$80.04	$34K

Holdings After Transaction: Common stock, $0.01 par value per share — 26,839 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

What insider transaction did Douglas Johnstone report for HHH?

Douglas Johnstone reported that 420 shares of Howard Hughes Holdings Inc. common stock were withheld on February 5, 2026, to satisfy tax obligations upon vesting of restricted stock. No shares were sold in the market, and the transaction reflects routine equity compensation tax handling.

How many HHH shares does Douglas Johnstone own after this Form 4?

After the reported transaction, Douglas Johnstone beneficially owns 26,839 shares of Howard Hughes Holdings Inc. common stock. This figure reflects his direct holdings following the withholding of 420 shares for taxes tied to the vesting of time-based restricted stock awards.

Was the HHH Form 4 transaction a sale of shares by Douglas Johnstone?

No, the Form 4 explicitly states that no shares were sold by Douglas Johnstone. Instead, 420 shares were withheld by Howard Hughes Holdings Inc. to cover tax withholding obligations when his previously granted time-based restricted stock vested under the company’s 2020 incentive plan.

What plan governed the restricted stock in Douglas Johnstone’s HHH filing?

The restricted stock referenced in Douglas Johnstone’s Form 4 was granted under Howard Hughes Holdings Inc.’s Amended and Restated 2020 Incentive Plan. The 420 withheld shares relate to tax obligations arising when those time-based restricted stock awards vested in February 2026.

What role does Douglas Johnstone hold at Howard Hughes Holdings Inc.?

Douglas Johnstone is identified as an officer of Howard Hughes Holdings Inc., serving as Regional President, Hawaii Region & National Condominium Development. His Form 4 filing reflects equity compensation activity, specifically tax withholding on vested restricted stock, rather than discretionary share trading.

What was the reported price used for the 420 HHH shares withheld?

The Form 4 shows a price of $80.04 per share for the 420 withheld shares of Howard Hughes Holdings Inc. common stock. This figure is used for the tax withholding calculation tied to the vesting of Johnstone’s previously granted time-based restricted stock.

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Accepted by SEC EDGAR 02/09/2026 - 05:17 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^*

Johnstone Douglas

(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)
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		420(1)	D	$80.04	26,839	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.

Remarks:

Regional President, Hawaii Region & National Condominium Development

	/s/ Nathan Bryce, Attorney-in-fact for Douglas Johnstone	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.