Howard Hughes Holdings (NYSE: HHH) officer has 616 shares withheld for taxes

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. officer Douglas Johnstone reported a routine share withholding related to equity compensation. On 12/31/2025, the company withheld 616 shares of common stock at $79.77 per share to cover tax obligations from the vesting of previously granted restricted stock under the Amended and Restated 2020 Incentive Plan. The filing states that no shares were sold by the reporting person. After this transaction, Johnstone beneficially owned 18,750 shares of Howard Hughes Holdings common stock, held 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^*

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)
12/31/2025

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	12/31/2025		F		616(1)	D	$79.77	18,750	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 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	01/05/2026
	** 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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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

What insider transaction did Howard Hughes Holdings (HHH) report for Douglas Johnstone?

Douglas Johnstone reported that 616 shares of Howard Hughes Holdings common stock were withheld on 12/31/2025 to satisfy tax withholding obligations upon the vesting of previously granted restricted stock.

Did Douglas Johnstone sell any Howard Hughes Holdings (HHH) shares in this transaction?

No. The filing explains that the 616 shares were withheld by the issuer to cover taxes due on vesting of restricted stock, and that no shares were sold by Johnstone.

How many Howard Hughes Holdings (HHH) shares does Douglas Johnstone own after this transaction?

Following the reported tax withholding transaction, Douglas Johnstone beneficially owned 18,750 shares of Howard Hughes Holdings common stock, held directly.

What is Douglas Johnstone’s role at Howard Hughes Holdings Inc. (HHH)?

The remarks identify Douglas Johnstone as Regional President, Hawaii Region & National Condominium Development at Howard Hughes Holdings Inc.

Under which plan were the restricted stock grants for Douglas Johnstone made at Howard Hughes Holdings (HHH)?

The restricted stock that vested, triggering the tax withholding, was granted under the company’s Amended and Restated 2020 Incentive Plan.

What price was used for the tax withholding shares in the Howard Hughes Holdings (HHH) insider filing?

The 616 shares withheld to cover taxes were valued at a price of $79.77 per share in the reported transaction.