Howard Hughes (HHH) grants GC time and performance stock awards

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. granted equity awards to its General Counsel & Secretary, Joseph Valane. On February 3, 2026, he received 2,249 shares of time-based restricted common stock and 8,994 shares of performance-based restricted common stock, both at a grant price of $0 per share.

The time-based restricted stock vests in three equal installments on February 3, 2027, December 31, 2027, and December 31, 2028. The performance-based restricted stock cliff vests, if vesting conditions are met, on December 31, 2028 based on specified performance metrics. All shares are reported as directly owned.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Valane Joseph

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value per share	2,249	$0.00	--
Grant/Award	Common stock, $0.01 par value per share	8,994	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value per share — 19,438 shares (Direct)

Footnotes (1)

1. 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 →

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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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 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)
	General Counsel & Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.01 par value per share	02/03/2026		A		2,249(1)	A	$0	19,438	D
Common stock, $0.01 par value per share	02/03/2026		A		8,994(2)	A	$0	28,432	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 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.

2. 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 Joseph Valane	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.
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FAQ

What equity awards did HHH General Counsel Joseph Valane receive?

Joseph Valane received time-based and performance-based restricted stock in Howard Hughes Holdings Inc. The grants include 2,249 time-based shares and 8,994 performance-based shares of common stock, awarded at $0 per share under the 2025 Equity Incentive Plan.

When do Joseph Valane’s time-based restricted HHH shares vest?

The 2,249 time-based restricted shares granted to Joseph Valane vest in three installments. One-third vests on February 3, 2027, another third on December 31, 2027, and the final third on December 31, 2028, subject to continued service conditions.

How do the performance-based restricted HHH shares for Joseph Valane vest?

The 8,994 performance-based restricted shares granted to Joseph Valane cliff vest on December 31, 2028. Vesting occurs only if specified performance metrics under Howard Hughes Holdings Inc.’s 2025 Equity Incentive Plan are achieved by that date.

What is Joseph Valane’s role at Howard Hughes Holdings Inc. (HHH)?

Joseph Valane is an officer of Howard Hughes Holdings Inc., serving as General Counsel & Secretary. The Form 4 indicates he is not a director or 10% owner, and the reported restricted stock awards are part of his executive compensation.

Are Joseph Valane’s new HHH restricted stock awards held directly or indirectly?

The reported restricted stock awards are held directly by Joseph Valane. The Form 4 lists his ownership form as “D” (direct) for the post-transaction holdings, with no indication of indirect ownership through entities or related parties.