HHH insider R. Scot Sellers receives 3,898-share restricted stock grant

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) filed a Form 4 disclosing that non-employee director R. Scot Sellers was granted 3,898 shares of restricted common stock on 06/20/2025 under the company’s 2020 Equity Incentive Plan.

The award was made at $0 cost and will vest on the earlier of the company’s 2026 annual meeting or June 1, 2026, thereby tying the director’s compensation to future shareholder value. Following the grant, Mr. Sellers’ direct beneficial ownership increased to 62,517 shares.

• Transaction type: Acquisition (Code “A”)
• Total incremental value: nominal today (no cash outlay); ultimate value depends on future share price.
• No derivative securities were reported.

The filing signals routine board-level equity compensation rather than an open-market purchase or sale, so it does not materially alter the company’s capital structure or signal immediate changes in insider sentiment. However, it modestly strengthens insider alignment with shareholders by increasing the director’s equity stake.

Insights

Corporate Governance Expert

TL;DR9Neutrala– routine director equity grant that modestly boosts alignment.

This Form 4 reflects standard non-employee director compensation. The 3,898-share restricted stock award vests in roughly one year, encouraging longer-term oversight. The absence of sales or accelerated vesting clauses indicates no red flags. With post-grant ownership at 62,517 shares, Mr. Sellers maintains a meaningful, yet non-controlling, stake. From a governance lens, this is a normal refresh grant and is not materially impactful for investors.

Portfolio Manager

TL;DR9Slight positive; more skin in the game but immaterial to valuation.

While insider buying often conveys confidence, this grant was cost-free and therefore less informative than an open-market purchase. Still, added ownership can marginally align incentives. The 3,898 shares represent a tiny fraction of HHHa’s float, so portfolio weighting remains unchanged. I classify impact as neutral-to-slightly-positive.

06/25/2025 - 04:33 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
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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^*

SELLERS R SCOT

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		3,898(1)	A	$0	62,517	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 restricted stock granted to non-employee directors pursuant to the Issuer's 2020 Equity Incentive Plan. The shares vest on the earlier of the 2026 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2026.

	/s/ Nathan Bryce (Attorney-in-Fact for R. Scot Sellers)	06/25/2025
	** 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

How many shares did HHH director R. Scot Sellers acquire?

He received 3,898 restricted shares on 06/20/2025.

Did the insider pay anything for the shares?

No. The shares were granted at $0 cost under the 2020 Equity Incentive Plan.

When will the restricted shares vest?

They vest on the earlier of the 2026 annual meeting or June 1, 2026.

What is Mr. Sellersa’s total ownership after the transaction?

Post-grant, he directly owns 62,517 HHH shares.

Does the filing include any sales or derivative transactions?

No. The Form 4 only reports the restricted stock award; no sales or derivatives were disclosed.

Why is this Form 4 important to investors?

While routine, it signals continued equity-based compensation that aligns director incentives with shareholder returns.