Howard Hughes (NYSE: HHH) CEO receives stock awards and tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. Director and CEO David R. O'Reilly reported multiple equity transactions in company common stock. On February 3, 2026, 16,942 performance-based restricted shares vested after the Compensation Committee certified that net asset value performance for the 2023 RSUs reached 200% of target.

To cover tax withholding from this vesting, 11,573 shares were withheld by the company at $79.77 per share, and no shares were sold by O'Reilly. He also received 13,492 time-based restricted shares and 53,966 performance-based restricted shares under the 2025 Equity Incentive Plan, bringing his directly held beneficial ownership to 211,929 shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider O'Reilly David R.

Role Director and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value per share	16,942	$0.00	--
Tax Withholding	Common stock, $0.01 par value per share	11,573	$79.77	$923K
Grant/Award	Common stock, $0.01 par value per share	13,492	$0.00	--
Grant/Award	Common stock, $0.01 par value per share	53,966	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value per share — 156,044 shares (Direct)

Footnotes (1)

As previously reported, on March 23, 2023, the Reporting Person was granted performance-based restricted shares (the "2023 RSUs"), and, based on the Company's adjusted net asset value growth ("NAV") over a three-year term ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of target 2023 RSUs. On February 3, 2026, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer approved the Company's NAV as of December 31, 2025 for purposes of the 2023 RSUs and, accordingly, certified the achievement of the pre-established performance targets at 200% for the Measurement Period. As a result of the Committee's certification, the vesting of an additional 16,942 shares of common stock was approved. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of the 2023 RSUs. No shares were sold by the reporting person. Represents shares of time-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 3, 2027, December 31, 2027 and December 31, 2028. Represents shares of performance-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, which cliff vest, if at all, on December 31, 2028 based upon achievement of certain performance metrics.

Form 4 Insider Transactions: What Each Field Means →

02/05/2026 - 05:03 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^*

O'Reilly David R.

(Last)

(First)

(Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS

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)
	Director and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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)
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	02/03/2026		A		16,942⁽¹⁾	A	$0	156,044	D
Common stock, $0.01 par value per share	02/03/2026		F		11,573⁽²⁾	D	$79.77	144,471	D
Common stock, $0.01 par value per share	02/03/2026		A		13,492⁽³⁾	A	$0	157,963	D
Common stock, $0.01 par value per share	02/03/2026		A		53,966⁽⁴⁾	A	$0	211,929	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. As previously reported, on March 23, 2023, the Reporting Person was granted performance-based restricted shares (the "2023 RSUs"), and, based on the Company's adjusted net asset value growth ("NAV") over a three-year term ended on December 31, 2025 (the "Measurement Period"), the actual number of 2023 RSUs earned could range from 0% to 200% of target 2023 RSUs. On February 3, 2026, the Compensation Committee (the "Committee") of the Board of Directors of the Issuer approved the Company's NAV as of December 31, 2025 for purposes of the 2023 RSUs and, accordingly, certified the achievement of the pre-established performance targets at 200% for the Measurement Period. As a result of the Committee's certification, the vesting of an additional 16,942 shares of common stock was approved.

2. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of the 2023 RSUs. No shares were sold by the reporting person.

3. Represents shares of time-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, with one-third (1/3) of the total number of shares granted vesting on the following dates: February 3, 2027, December 31, 2027 and December 31, 2028.

4. Represents shares of performance-based restricted stock granted on February 3, 2026 under the Issuer's 2025 Equity Incentive Plan, which cliff vest, if at all, on December 31, 2028 based upon achievement of certain performance metrics.

	/s/ Nathan Bryce, Attorney-in-fact for David R. O'Reilly	02/05/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HHH CEO David O'Reilly report on February 3, 2026?

David O'Reilly reported vesting and grants of Howard Hughes Holdings common stock on February 3, 2026. These included vested performance-based shares, new time-based and performance-based restricted stock awards, and shares withheld by the company solely to satisfy tax withholding obligations related to the vesting event.

How many Howard Hughes (HHH) shares vested from the 2023 RSUs for the CEO?

An additional 16,942 shares of Howard Hughes common stock vested for David O'Reilly from his 2023 performance-based RSUs. This followed the Compensation Committee’s certification that the company’s adjusted net asset value growth for the three-year measurement period achieved 200% of the pre-established performance targets.

Were any Howard Hughes (HHH) shares sold by the CEO in this Form 4 filing?

No, the filing states that no shares were sold by David O'Reilly. Instead, 11,573 shares of common stock were withheld by Howard Hughes Holdings solely to satisfy tax withholding obligations arising from the vesting of his 2023 performance-based restricted stock units.

What new time-based restricted stock did the HHH CEO receive on February 3, 2026?

David O'Reilly received 13,492 shares of time-based restricted stock under the 2025 Equity Incentive Plan. One-third of these shares are scheduled to vest on February 3, 2027, with the remaining thirds vesting on December 31, 2027 and December 31, 2028, subject to continued service conditions.

What performance-based restricted stock grant did Howard Hughes (HHH) make to its CEO?

Howard Hughes granted David O'Reilly 53,966 shares of performance-based restricted stock on February 3, 2026 under the 2025 Equity Incentive Plan. These shares cliff vest, if at all, on December 31, 2028 based on achievement of specified performance metrics assessed over the applicable performance period.

How many Howard Hughes (HHH) shares does the CEO beneficially own after these transactions?

Following the reported February 3, 2026 transactions, David O'Reilly beneficially owns 211,929 shares of Howard Hughes common stock directly. This figure incorporates the vesting of performance-based RSUs, tax withholding share reductions, and the new time-based and performance-based restricted stock grants disclosed in the Form 4.