Howard Hughes (HHH) Form 4: Board Member Adds 2.1k Shares via Grant

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) – Form 4 insider transaction

Director Steven H. Shepsman reported receiving 2,094 shares of restricted common stock on 20 June 2025 under the company’s 2020 Equity Incentive Plan. The award carries a grant price of $0 because it is a non-cash equity award to a non-employee director. The shares will vest on the earlier of the company’s 2026 annual shareholder meeting or 1 June 2026.

Following the grant, Shepsman’s direct beneficial ownership increased to 29,473 common shares. No derivative securities were reported in this filing, and there was no sale or disposition of shares. The transaction was coded “A” (acquisition) and does not involve a Rule 10b5-1 trading plan.

Because the filing reflects routine board compensation rather than a market purchase, the immediate monetary value is limited; however, it modestly enlarges the director’s equity stake, maintaining alignment with shareholder interests.

Positive

• Director received 2,094 restricted shares, modestly increasing equity alignment to a total of 29,473 shares.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director stock grant; small size, neutral market impact.

The award of 2,094 restricted shares to Director Shepsman is standard board compensation, representing roughly US$value not disclosed at grant date. The transaction raises his holdings to 29,473 shares, signalling continued board-level alignment but does not indicate open-market buying. With no sale activity or derivative movements, the filing has minimal price-sensitive information and should be considered administratively neutral for investors.

Corporate Governance Expert

TL;DR: Equity-based pay maintains alignment; governance posture intact.

Equity compensation for non-employee directors is common best practice. Vesting through the 2026 meeting incentivises longer-term oversight and shareholder alignment. The modest share count keeps dilution negligible. No red flags appear regarding trading plans or accelerated vesting, and required Section 16 disclosure was timely (filed 25 June 2025). Governance impact is neutral-to-slightly positive but not material to valuation.

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^*

SHEPSMAN STEVEN H

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		2,094(1)	A	$0	29,473	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 2020 Equity Incentive Plan. The shares vest on the earlier of the 2026 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2026.

	/s/ Nathan Bryce (Attorney-in-Fact for Steven H. Shepsman)	06/25/2025
	** 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

How many HHH shares did Director Steven H. Shepsman acquire on 06/20/2025?

He received 2,094 restricted common shares under the 2020 Equity Incentive Plan.

What is the vesting schedule for the new restricted stock granted to HHH’s director?

The shares vest on the earlier of the 2026 annual meeting or June 1, 2026.

What is Steven H. Shepsman’s total direct ownership in Howard Hughes Holdings after the grant?

His direct beneficial ownership increased to 29,473 shares of common stock.

Did the Form 4 filing involve any sales or derivative transactions?

No. The filing only reports an acquisition (Code "A") of restricted stock; no sales or derivatives were disclosed.

Was this transaction executed under a Rule 10b5-1 plan?

The filing does not indicate a Rule 10b5-1 trading plan; the relevant checkbox was left unchecked.