HHH CFO reports equity awards and tax withholding

Howard Hughes Holdings Chief Financial Officer Carlos A. Olea reported several equity transactions in company stock.

Rhea-AI Filing Summary

Howard Hughes Holdings Chief Financial Officer Carlos A. Olea reported several equity transactions in company stock. On February 3, 2026, performance-based restricted share units granted in 2023 vested at the maximum level, adding 7,153 shares after the company’s adjusted net asset value targets were certified at 200% of goal.

The company withheld 3,869 shares to cover tax obligations tied to that vesting, with no open-market sale by Olea. He also received new equity awards under the 2025 Equity Incentive Plan: 4,047 time-based restricted shares that vest in thirds between 2027 and 2028, and 16,190 performance-based restricted shares that may cliff vest on December 31, 2028 if performance conditions are met. Following these transactions, Olea directly beneficially owned 67,996 common shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Olea Carlos A.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value per share	7,153	$0.00	$0.00
Exercise Price or Tax Liability	Common stock, $0.01 par value per share	3,869	$79.77	$309K
Grant/Award	Common stock, $0.01 par value per share	4,047	$0.00	$0.00
Grant/Award	Common stock, $0.01 par value per share	16,190	$0.00	$0.00

Holdings After Transaction: Common stock, $0.01 par value per share — 67,996 shares (Direct)

Footnotes (4)

1. F1. As previously reported, on March 23, 2023, the Reporting Person was granted performance-based restricted shares (the "2023 RSUs"), and, based on the Company's adjusted net asset value growth ("NAV") over a three-year term ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of target 2023 RSUs. On February 3, 2026, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer approved the Company's NAV as of December 31, 2025 for purposes of the 2023 RSUs and, accordingly, certified the achievement of the pre-established performance targets at 200% for the Measurement Period. As a result of the Committee's certification, the vesting of an additional 7,153 shares of common stock was approved.
2. F2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of the 2023 RSUs. No shares were sold by the reporting person.
3. F3. 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.
4. F4. 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.

FAQ

What insider transactions did HHH CFO Carlos Olea report on February 3, 2026?

CFO Carlos Olea reported vesting of 7,153 performance-based shares, withholding of 3,869 shares for taxes, and grants of 4,047 time-based and 16,190 performance-based restricted shares, all in Howard Hughes Holdings common stock, dated February 3, 2026.

Did the HHH CFO sell any Howard Hughes Holdings shares in this Form 4?

No, the Form 4 states that no shares were sold. The 3,869 shares shown with code “F” were withheld by Howard Hughes Holdings to satisfy tax withholding obligations arising from the vesting of 2023 performance-based restricted share units.

How many Howard Hughes Holdings shares does HHH CFO Carlos Olea own after these transactions?

After the reported equity transactions, CFO Carlos Olea directly beneficially owned 67,996 shares of Howard Hughes Holdings common stock, as reflected in the Form 4’s post-transaction beneficial ownership column for his non-derivative holdings.

What are the terms of the 2023 performance-based RSUs reported by HHH’s CFO?

The 2023 performance-based RSUs depended on adjusted net asset value growth from March 23, 2023 through December 31, 2025. The compensation committee certified performance at 200% of target, resulting in vesting of an additional 7,153 Howard Hughes Holdings common shares for the CFO.

What time-based restricted stock did the HHH CFO receive under the 2025 Equity Incentive Plan?

Carlos Olea received 4,047 time-based restricted shares on February 3, 2026 under the 2025 Equity Incentive Plan. One-third of these shares vest on February 3, 2027, another third on December 31, 2027, and the remaining third on December 31, 2028.

What performance-based restricted stock grant did the HHH CFO receive in 2026?

The CFO received 16,190 performance-based restricted shares on February 3, 2026 under the 2025 Equity Incentive Plan. These shares are scheduled to cliff vest, if at all, on December 31, 2028, depending on achievement of specified performance metrics set by Howard Hughes Holdings.

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Accepted by SEC EDGAR 02/05/2026 - 05:01 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^*

Olea Carlos A.

(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)
	Chief Financial Officer

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		7,153(1)	A	$0	51,628	D
Common stock, $0.01 par value per share	02/03/2026		F		3,869(2)	D	$79.77	47,759	D
Common stock, $0.01 par value per share	02/03/2026		A		4,047(3)	A	$0	51,806	D
Common stock, $0.01 par value per share	02/03/2026		A		16,190(4)	A	$0	67,996	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. As previously reported, on March 23, 2023, the Reporting Person was granted performance-based restricted shares (the "2023 RSUs"), and, based on the Company's adjusted net asset value growth ("NAV") over a three-year term ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of target 2023 RSUs. On February 3, 2026, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer approved the Company's NAV as of December 31, 2025 for purposes of the 2023 RSUs and, accordingly, certified the achievement of the pre-established performance targets at 200% for the Measurement Period. As a result of the Committee's certification, the vesting of an additional 7,153 shares of common stock was approved.

2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of the 2023 RSUs. No shares were sold by the reporting person.

3. 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.

4. 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 Carlos A. Olea	02/05/2026
	** 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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