Howard Hughes Holdings (HHH) officer details 436-share tax withholding on restricted stock vesting

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. regional president Kristi Smith reported an automatic share withholding related to equity compensation. On 12/31/2025, the company withheld 436 shares of common stock at a price of $79.77 per share to cover tax obligations that arose when previously granted restricted stock vested. These restricted stock grants had been awarded under the company’s Amended and Restated 2020 Incentive Plan.

After this tax withholding, Smith beneficially owned 20,513 shares of Howard Hughes Holdings common stock in direct ownership. The filing notes that no shares were sold by Smith; the transaction reflects only shares withheld by the issuer for taxes, which is a common administrative feature of stock-based compensation programs.

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^*

Smith Kristi

(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)
	Regional President, Columbia

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		436(1)	D	$79.77	20,513	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.

	/s/ Nathan Bryce, Attorney-in-fact for Kristi Smith	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Howard Hughes Holdings Inc. (HHH) report for Kristi Smith?

The company reported that regional president Kristi Smith had 436 shares of common stock withheld on 12/31/2025 to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock.

Did Kristi Smith sell any Howard Hughes Holdings (HHH) shares in this Form 4 filing?

No. The explanation states that the 436 shares were withheld by the issuer to cover tax obligations when restricted stock vested, and that no shares were sold by Kristi Smith.

How many Howard Hughes Holdings (HHH) shares does Kristi Smith own after the reported transaction?

Following the tax withholding transaction, Kristi Smith beneficially owned 20,513 shares of Howard Hughes Holdings Inc. common stock in direct ownership.

What triggered the share withholding for Kristi Smith at Howard Hughes Holdings Inc. (HHH)?

The withholding was triggered by the vesting of restricted stock previously granted to Kristi Smith under the company’s Amended and Restated 2020 Incentive Plan, which created tax obligations covered by withholding shares.

What is Kristi Smith’s role at Howard Hughes Holdings Inc. (HHH)?

Kristi Smith is an officer of Howard Hughes Holdings Inc., serving as Regional President, Columbia, as indicated in the filing.

What was the price used for the withheld Howard Hughes Holdings (HHH) shares?

The withheld shares of Howard Hughes Holdings common stock were reported at a price of $79.77 per share in the transaction table.