What caused the 686-share tax withholding for Howard Hughes Holdings (HHH)?

The 686-share withholding arose when time-based restricted stock previously granted to Joseph Valane vested. The company withheld those shares to satisfy related tax obligations, as allowed under its Amended and Restated 2020 Incentive Plan for equity-based compensation awards.

Howard Hughes (NYSE: HHH) GC reports 686 shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. General Counsel & Secretary Joseph Valane reported a routine tax-related share disposition. On the vesting of previously granted restricted stock, 686 shares of common stock were withheld by the company to cover tax obligations at $63.05 per share. No shares were sold in the market, and Valane now directly holds 28,523 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Valane Joseph

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, $0.01 par value per share	686	$63.05	$43K

Holdings After Transaction: Common stock, $0.01 par value per share — 28,523 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 686 shares Withholding price per share: $63.05 per share Shares held after transaction: 28,523 shares +1 more

4 metrics

Shares withheld for taxes 686 shares Tax withholding on vesting restricted stock

Withholding price per share $63.05 per share Value used for 686 withheld shares

Shares held after transaction 28,523 shares Direct common stock ownership after withholding

Tax-withholding transactions 1 transaction, 686 shares Summary count in Form 4 transaction data

Key Terms

restricted stock, tax withholding obligations, Amended and Restated 2020 Incentive Plan, Form 4

4 terms

restricted stock financial

"upon the vesting of time-based shares of restricted stock previously granted"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting"

Amended and Restated 2020 Incentive Plan financial

"made under the Issuer's Amended and Restated 2020 Incentive Plan"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/09/2026 - 05:15 PM

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^*

Valane Joseph

(Last)

(First)

(Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS

TEXAS

77380

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value per share	04/01/2026		F		686⁽¹⁾	D	$63.05	28,523	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Joseph Valane	04/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Howard Hughes Holdings (HHH) insider Joseph Valane report on this Form 4?

Joseph Valane reported that 686 shares of Howard Hughes Holdings common stock were withheld to cover tax obligations on vesting restricted stock. This was an automatic tax-withholding event, not an open-market sale of shares by the executive.

Were any Howard Hughes Holdings (HHH) shares sold on the market in this Form 4?

No shares were sold on the market. The filing states the 686 shares were withheld by the company solely to satisfy tax withholding obligations when previously granted restricted stock vested, and specifically notes no shares were sold by the reporting person.

How many Howard Hughes Holdings (HHH) shares does Joseph Valane hold after this transaction?

After the tax-withholding transaction, Joseph Valane directly holds 28,523 shares of Howard Hughes Holdings common stock. This figure reflects his position following the 686 shares withheld to cover tax obligations on the vesting of restricted stock awards.

Which compensation plan governed the restricted stock in this Howard Hughes Holdings (HHH) filing?

The restricted stock was granted under Howard Hughes Holdings’ Amended and Restated 2020 Incentive Plan. The Form 4 notes that these grants were previously reported and that the plan allows share withholding to meet tax obligations when such awards vest for executives.