Howard Hughes (NYSE: HHH) awards stock and RSUs to executive

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Howard Hughes Holdings executive Douglas Johnstone reported several equity compensation transactions in common stock. Following these awards and withholdings on February 3, 2026, he directly owned 27,259 shares.

The company certified 200% achievement on a three-year performance RSU award tied to adjusted net asset value growth, causing 2,314 additional shares to vest. To cover tax obligations from this vesting, 1,613 shares were withheld at $79.77 per share, with no shares sold by Johnstone.

He also received 3,904 time-based restricted shares under the 2025 Equity Incentive Plan, vesting in three installments on February 3, 2027, December 31, 2027 and December 31, 2028. A further 3,904 performance-based restricted shares were granted, which will cliff vest, if earned, on December 31, 2028 based on specified performance metrics.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Johnstone Douglas

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value per share	2,314	$0.00	--
Tax Withholding	Common stock, $0.01 par value per share	1,613	$79.77	$129K
Grant/Award	Common stock, $0.01 par value per share	3,904	$0.00	--
Grant/Award	Common stock, $0.01 par value per share	3,904	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value per share — 21,064 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 2,314 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 - 05:02 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
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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^*

Johnstone Douglas

(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)
	See Remarks

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		2,314⁽¹⁾	A	$0	21,064	D
Common stock, $0.01 par value per share	02/03/2026		F		1,613⁽²⁾	D	$79.77	19,451	D
Common stock, $0.01 par value per share	02/03/2026		A		3,904⁽³⁾	A	$0	23,355	D
Common stock, $0.01 par value per share	02/03/2026		A		3,904⁽⁴⁾	A	$0	27,259	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 2,314 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.

Remarks:

Regional President, Hawaii Region & National Condominium Development

	/s/ Nathan Bryce, Attorney-in-fact for Douglas Johnstone	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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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Douglas Johnstone report at Howard Hughes Holdings (HHH)?

Douglas Johnstone reported vesting of performance-based RSUs, tax-share withholding, and new restricted stock grants. The activity included 2,314 vested shares, 1,613 shares withheld for taxes, and two new 3,904-share restricted stock awards, all in common stock under the company’s equity incentive arrangements.

How many Howard Hughes (HHH) shares does Douglas Johnstone own after these transactions?

After the February 3, 2026 equity transactions, Douglas Johnstone directly owned 27,259 shares of Howard Hughes common stock. This reflects the combined effect of the performance-based vesting, tax-withholding share reduction, and new restricted stock grants reported in the filing for this officer.

What triggered the vesting of 2,314 performance-based shares for Douglas Johnstone at HHH?

The vesting of 2,314 shares was triggered when the compensation committee certified that adjusted net asset value growth for a three-year period ended December 31, 2025 reached 200% of the performance targets on previously granted 2023 RSUs, leading to the additional performance-based shares being earned.

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

No shares were sold by Douglas Johnstone. The filing explains that 1,613 shares of common stock were withheld by Howard Hughes solely to satisfy tax withholding obligations arising from the vesting of the 2023 performance-based RSUs, rather than being sold by the reporting person.

What are the terms of the new time-based restricted stock granted to Douglas Johnstone?

The new time-based restricted stock grant of 3,904 shares was made under the 2025 Equity Incentive Plan. One-third of these shares vest on February 3, 2027, one-third on December 31, 2027, and the final third on December 31, 2028, subject to continued service.

How do the new performance-based restricted shares for Douglas Johnstone at HHH vest?

The 3,904 performance-based restricted shares granted on February 3, 2026 will cliff vest, if at all, on December 31, 2028. Vesting depends on achievement of specified performance metrics under the 2025 Equity Incentive Plan, so some or all shares may fail to vest.