HHH Form 4: Director awarded 2,464 restricted shares at $0

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) reported a director equity award on Form 4. On 10/24/2025, director Susan Panuccio received 2,464 shares of common stock as a restricted stock grant at $0 per share, bringing reported beneficial ownership to 2,464 shares held directly.

The award was granted under the company’s 2025 Equity Incentive Plan and vests on the earlier of one year from the grant date or the day of the 2026 annual stockholders’ meeting, but not less than 50 weeks.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PANUCCIO SUSAN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value	2,464	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value — 2,464 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

PANUCCIO SUSAN

(Last) (First) (Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS TX 77381

(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)
10/24/2025

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	10/24/2025		A		2,464(1)	A	$0	2,464	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 2025 Equity Incentive Plan. The shares vest on the earlier of one year from the date of grant or the day of the Issuer's 2026 annual meeting of stockholders (but not less than 50 weeks).

	/s/ Nathan Bryce (Attorney-in-Fact for Susan Panuccio)	10/28/2025
	** 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

What did HHH disclose in this Form 4?

A director, Susan Panuccio, received 2,464 restricted shares of common stock on 10/24/2025.

How many HHH shares were granted and at what price?

2,464 shares were granted at a reported price of $0 per share.

What is the vesting schedule for the grant?

The shares vest on the earlier of one year from grant or the 2026 annual meeting, but not less than 50 weeks.

What plan authorized the grant?

The grant was made under the 2025 Equity Incentive Plan for non-employee directors.

How many shares does the reporting person hold after the transaction?

Reported beneficial ownership is 2,464 shares, held directly.

What is the relationship of the reporting person to HHH?

The reporting person is a Director of Howard Hughes Holdings Inc.