Howard Hughes Holdings Inc. (HHH) officer logs Form 4 tax withholding

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. officer James Carman reported a routine change in his shareholdings. On 12/31/2025, 405 shares of common stock were withheld by the company at a price of $79.77 per share to cover tax obligations that arose when previously granted restricted stock vested. These restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan and had been reported earlier. After this tax withholding, Carman beneficially owns 16,909 shares of Howard Hughes Holdings Inc. common stock directly, and the filing notes that no shares were sold by him in this transaction.

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)
	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		405(1)	D	$79.77	16,909	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, Houston Region

	/s/ Nathan Bryce, Attorney-in-fact for James Carman	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).
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 Holdings Inc. (HHH) report for James Carman?

The filing reports that on 12/31/2025, officer James Carman had 405 shares of Howard Hughes Holdings Inc. common stock withheld by the company to satisfy tax withholding obligations related to vesting restricted stock.

At what price were the 405 Howard Hughes Holdings Inc. (HHH) shares withheld?

The 405 shares of Howard Hughes Holdings Inc. common stock were withheld at a price of $79.77 per share in connection with tax withholding on vested restricted stock.

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

Following the reported transaction, James Carman beneficially owns 16,909 shares of Howard Hughes Holdings Inc. common stock, held directly.

Did James Carman sell any Howard Hughes Holdings Inc. (HHH) shares in this Form 4 filing?

No. The filing states that the 405 shares represent stock withheld by the issuer to cover tax obligations and that no shares were sold by James Carman.

What plan governed the restricted stock in this Howard Hughes Holdings Inc. (HHH) Form 4?

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

What is James Carman’s role at Howard Hughes Holdings Inc. (HHH)?

The remarks identify James Carman as Regional President, Houston Region of Howard Hughes Holdings Inc.

Is this Howard Hughes Holdings Inc. (HHH) Form 4 filed by one or multiple reporting persons?

The document indicates that the Form 4 is filed by one reporting person, referring to officer James Carman.