Howard Hughes Holdings (HHH) executive shows 285-share tax withholding on Form 4

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. insider filing shows a small share withholding for taxes. On February 5, 2026, President, Houston Region James Carman had 285 shares of common stock withheld by the company to cover tax obligations on vesting restricted stock. This was not an open‑market sale, and no shares were sold by the reporting person. After this tax withholding, he beneficially owned 23,596 shares of Howard Hughes Holdings common stock directly.

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^*

Carman James

(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)
	President, Houston Region

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		285(1)	D	$80.04	23,596	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 James Carman	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).
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FAQ

What insider transaction did HHH executive James Carman report?

James Carman reported a small tax‑related share withholding. The company withheld 285 shares of Howard Hughes Holdings common stock to satisfy tax obligations on vested restricted stock, leaving him with 23,596 directly owned shares afterward.

Did the HHH insider Form 4 show an open-market sale of shares?

No, the Form 4 did not show an open‑market sale. The 285 shares reported were withheld by Howard Hughes Holdings to cover tax withholding on vested restricted stock, and the filing explicitly states no shares were sold by the reporting person.

How many Howard Hughes Holdings (HHH) shares does James Carman own after the transaction?

After the tax withholding transaction, James Carman beneficially owns 23,596 shares of Howard Hughes Holdings common stock. These shares are reported as directly owned following the withholding of 285 shares to satisfy related tax obligations.

What is the transaction code F in the HHH Form 4 filing?

Transaction code F indicates a tax withholding related to equity awards. In this case, 285 Howard Hughes Holdings shares were withheld by the issuer to satisfy tax obligations when previously granted time‑based restricted stock vested.

What equity plan was involved in the HHH insider share withholding?

The withholding involved restricted stock granted under Howard Hughes Holdings’ Amended and Restated 2020 Incentive Plan. The filing notes these awards were previously reported, and the current Form 4 only reflects shares withheld for tax purposes at vesting.

Who is the reporting person in this Howard Hughes Holdings Form 4?

The reporting person is James Carman, an officer of Howard Hughes Holdings serving as President, Houston Region. The Form 4 reports his direct beneficial ownership and a small tax‑related withholding of common stock on February 5, 2026.