Howard Hughes (HHH) Arizona president reports 377-share tax withholding event

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. executive Charles James Freericks Jr., President, Arizona, reported a routine share withholding related to equity compensation. On February 5, 2026, 377 shares of common stock at $80.04 per share were withheld to cover tax obligations upon vesting of previously granted restricted stock. The filing notes that no shares were sold and that these restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan. After this tax withholding event, Freericks beneficially owned 12,455 shares of Howard Hughes common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Freericks Charles James Jr.

Role President, Arizona

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, $0.01 par value per share	377	$80.04	$30K

Holdings After Transaction: Common stock, $0.01 par value per share — 12,455 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Freericks Charles James Jr.

(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, Arizona

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		377(1)	D	$80.04	12,455	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 Charles J. Freericks, Jr.	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).
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

What insider transaction did Howard Hughes (HHH) report for Charles James Freericks Jr.?

Howard Hughes reported that Charles James Freericks Jr. had 377 shares of common stock withheld at $80.04 per share. These shares covered tax obligations from vesting restricted stock under the Amended and Restated 2020 Incentive Plan, and no shares were actually sold in the market.

Did Charles James Freericks Jr. sell any Howard Hughes (HHH) shares in this Form 4 filing?

No, the filing states that no shares were sold by Charles James Freericks Jr. The 377 shares of common stock were withheld by the issuer solely to satisfy tax withholding obligations tied to the vesting of previously granted time-based restricted stock awards.

How many Howard Hughes (HHH) shares does Charles James Freericks Jr. own after this transaction?

Following the tax withholding transaction, Charles James Freericks Jr. beneficially owns 12,455 shares of Howard Hughes common stock. This amount reflects his direct holdings after 377 shares were withheld by the company to cover tax obligations related to vesting restricted stock.

What does transaction code "F" mean in the Howard Hughes (HHH) Form 4 for Freericks?

Transaction code “F” indicates a tax-related transfer of securities, often from share withholding. Here, 377 shares of Howard Hughes common stock were withheld by the issuer at $80.04 per share to satisfy tax obligations when restricted stock granted to Charles James Freericks Jr. vested.

Under which plan were the Howard Hughes (HHH) restricted shares granted to Freericks?

The restricted shares that vested and triggered the tax withholding were granted under Howard Hughes’ Amended and Restated 2020 Incentive Plan. The filing explains these grants had been previously reported and that shares were withheld only to meet related tax withholding obligations.

What role does Charles James Freericks Jr. hold at Howard Hughes (HHH)?

Charles James Freericks Jr. is identified as an officer of Howard Hughes, serving as President, Arizona. His Form 4 filing reports a tax withholding transaction involving 377 shares of common stock connected to the vesting of prior restricted stock awards under the company’s 2020 Incentive Plan.