Howard Hughes Holdings (HHH) CEO O'Reilly reports 1,030-share tax withholding

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. director and CEO David R. O'Reilly reported a routine equity-related transaction. On 11/30/2025, 1,030 shares of Howard Hughes Holdings common stock were withheld by the company at a price of $89.53 per share to cover tax withholding obligations tied to the vesting of previously granted time-based restricted stock. These restricted stock awards were made under the company's Amended and Restated 2020 Incentive Plan. After this withholding, O'Reilly directly beneficially owned 144,166 shares of Howard Hughes Holdings common stock. The filing states that no shares were sold by O'Reilly in this transaction.

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^*

O'Reilly David R.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2025

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	11/30/2025		F		1,030(1)	D	$89.53	144,166	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 David R. O'Reilly	12/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Howard Hughes Holdings (HHH) report for David R. O'Reilly?

Howard Hughes Holdings reported that director and CEO David R. O'Reilly had 1,030 shares of common stock withheld on 11/30/2025 to satisfy tax withholding obligations related to vesting of time-based restricted stock.

At what price were the Howard Hughes Holdings (HHH) shares withheld for taxes?

The 1,030 shares of Howard Hughes Holdings common stock were withheld at a price of $89.53 per share to cover tax withholding obligations upon vesting of restricted stock.

How many Howard Hughes Holdings (HHH) shares does David R. O'Reilly own after this Form 4 transaction?

Following the reported transaction, David R. O'Reilly directly beneficially owned 144,166 shares of Howard Hughes Holdings common stock.

Were any Howard Hughes Holdings (HHH) shares actually sold by David R. O'Reilly in this Form 4?

No. The Form 4 explains that no shares were sold by David R. O'Reilly; the shares were withheld by the issuer solely to satisfy tax withholding obligations upon vesting of restricted stock.

What plan governed the restricted stock underlying this Howard Hughes Holdings (HHH) Form 4 transaction?

The time-based restricted stock that vested and triggered the tax withholding was granted under Howard Hughes Holdings' Amended and Restated 2020 Incentive Plan.

What is David R. O'Reilly's role at Howard Hughes Holdings (HHH) according to this filing?

According to the filing, David R. O'Reilly is a Director and serves as the company's CEO.