Howard Hughes Holdings (HHH) grants 6,246 restricted shares to Arizona president

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. granted equity awards to Charles James Freericks Jr., its President, Arizona. On February 3, 2026, he received 3,123 shares of time-based restricted stock and 3,123 shares of performance-based restricted stock, both under the company’s 2025 Equity Incentive Plan.

The time-based award vests in three equal installments on February 3, 2027, December 31, 2027, and December 31, 2028. The performance-based award cliff vests, if vesting conditions are met, on December 31, 2028. Both grants were recorded at a price of $0 per share and are held directly, bringing his beneficial ownership to 12,832 common shares after the transactions.

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^*

Freericks Charles James Jr.

(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)
	President, Arizona

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		3,123(1)	A	$0	9,709	D
Common stock, $0.01 par value per share	02/03/2026		A		3,123(2)	A	$0	12,832	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 Charles J. Freericks, Jr.	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 did Charles Freericks Jr. receive in this Howard Hughes (HHH) Form 4?

Charles James Freericks Jr. received two equity awards totaling 6,246 common shares. These consist of 3,123 time-based restricted shares and 3,123 performance-based restricted shares granted under Howard Hughes Holdings’ 2025 Equity Incentive Plan on February 3, 2026.

How do the time-based restricted shares for HHH’s Charles Freericks vest?

The 3,123 time-based restricted shares vest in three equal installments. One-third vests on February 3, 2027, another third on December 31, 2027, and the final third on December 31, 2028, subject to the plan’s usual conditions.

When do the performance-based restricted shares for HHH potentially vest?

The 3,123 performance-based restricted shares cliff vest, if at all, on December 31, 2028. Vesting depends on achieving specified performance metrics under Howard Hughes Holdings’ 2025 Equity Incentive Plan, meaning the shares may not vest if criteria are not met.

What is Charles Freericks Jr.’s share ownership after these HHH grants?

After these grants, Charles James Freericks Jr. beneficially owns 12,832 shares of Howard Hughes common stock. The Form 4 shows these shares as held directly, reflecting the cumulative total following the two February 3, 2026 restricted stock awards.

Did Charles Freericks Jr. pay for the Howard Hughes (HHH) restricted stock?

The reported transaction price is $0 per share for both awards, indicating they are compensatory grants rather than open-market purchases. These no-cost restricted stock awards were issued under Howard Hughes Holdings’ 2025 Equity Incentive Plan as part of his compensation.

What role does Charles Freericks Jr. hold at Howard Hughes Holdings (HHH)?

Charles James Freericks Jr. is reported as an officer of Howard Hughes Holdings, serving as President, Arizona. The Form 4 indicates he is not a director or ten percent owner, and the reported equity grants relate to his officer position.