Howard Hughes Holdings (HHH) awards CAO time- and performance-based stock

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. awarded its Chief Accounting Officer, Elena Verbinskaya, two grants of restricted common stock totaling 3,654 shares on February 3, 2026 under its 2025 Equity Incentive Plan. One 1,827-share grant is time-based, vesting in thirds on February 3, 2027, December 31, 2027 and December 31, 2028.

The other 1,827-share grant is performance-based restricted stock that will cliff vest, if at all, on December 31, 2028, depending on achievement of specified performance metrics. Both grants were reported as acquired at a price of $0 per share and are held directly.

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

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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^*

Verbinskaya Elena

(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)
	Chief Accounting Officer

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		1,827(1)	A	$0	8,184	D
Common stock, $0.01 par value per share	02/03/2026		A		1,827(2)	A	$0	10,011	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 Elena Verbinskaya	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Howard Hughes Holdings (HHH) disclose in this Form 4 for its CAO?

Howard Hughes Holdings reported two restricted stock grants to Chief Accounting Officer Elena Verbinskaya. Each grant covers 1,827 shares of common stock at $0 per share, issued under the 2025 Equity Incentive Plan on February 3, 2026, with different vesting schedules.

How many Howard Hughes Holdings shares were granted to CAO Elena Verbinskaya?

Elena Verbinskaya received two separate grants of 1,827 shares each, for a total of 3,654 restricted shares. Both transactions were reported as acquisitions at $0 per share and increase her directly held beneficial ownership as reflected in the post-transaction share balances.

How do the time-based restricted stock awards for HHH’s CAO vest?

The time-based award of 1,827 restricted shares vests 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, assuming continued eligibility under the plan.

What are the terms of the performance-based restricted stock granted by HHH?

The performance-based restricted stock award of 1,827 shares cliff vests, if at all, on December 31, 2028. Vesting depends on achievement of specified performance metrics under Howard Hughes Holdings’ 2025 Equity Incentive Plan, as referenced in the filing’s explanatory footnote.

Were the Howard Hughes restricted stock grants to the CAO purchased or awarded for cash?

The filing shows both restricted stock grants as acquired at a price of $0 per share, indicating they were equity awards rather than cash purchases. They were granted under the company’s 2025 Equity Incentive Plan on February 3, 2026.

What is Elena Verbinskaya’s role at Howard Hughes Holdings in this Form 4?

Elena Verbinskaya is identified as an officer of Howard Hughes Holdings, serving as Chief Accounting Officer. The Form 4 is filed for one reporting person and reflects equity awards granted to her directly under the company’s 2025 Equity Incentive Plan.