Howard Hughes (HHH) CEO O'Reilly has shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. insider filing shows a tax-related share withholding, not an open-market sale. Director and CEO David R. O'Reilly had 3,848 shares of common stock withheld by the company on February 5, 2026 to cover tax obligations triggered by vesting restricted stock.

These shares came from a prior equity award under the Amended and Restated 2020 Incentive Plan. After this withholding, O'Reilly directly beneficially owned 208,081 shares of Howard Hughes Holdings common stock. The filing confirms that no shares were sold by O'Reilly in this transaction.

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^*

O'Reilly David R.

(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)
	Director and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		F		3,848(1)	D	$80.04	208,081	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 common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of time-based shares of restricted stock previously granted to the reporting person. The grants of such shares were previously reported and made under the Issuer's Amended and Restated 2020 Incentive Plan. No shares were sold by the reporting person.

	/s/ Nathan Bryce, Attorney-in-fact for David R. O'Reilly	02/09/2026
	** 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.
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 insider transaction did Howard Hughes Holdings (HHH) report for David R. O'Reilly?

Howard Hughes Holdings reported a tax withholding transaction, not an open-market sale. On February 5, 2026, 3,848 shares of common stock were withheld to satisfy tax obligations upon vesting of restricted stock previously granted to Director and CEO David R. O'Reilly.

Did Howard Hughes Holdings (HHH) CEO David R. O'Reilly sell any shares in this Form 4?

No, the CEO did not sell any shares in this Form 4. The filing states shares were withheld by the issuer to cover tax obligations from vesting restricted stock awards, and explicitly clarifies that no shares were sold by the reporting person.

How many Howard Hughes Holdings (HHH) shares were withheld for taxes in this insider filing?

The filing shows 3,848 shares of Howard Hughes Holdings common stock were withheld. This withholding satisfied certain tax obligations that arose when time-based restricted stock vested, under the company’s Amended and Restated 2020 Incentive Plan previously reported for David R. O'Reilly.

How many Howard Hughes Holdings (HHH) shares does David R. O'Reilly own after this transaction?

After the tax withholding transaction, David R. O'Reilly beneficially owned 208,081 shares of Howard Hughes Holdings common stock directly. This figure reflects his holdings following the 3,848-share withholding related to the vesting of previously granted restricted stock awards.

What does transaction code "F" mean in the Howard Hughes Holdings (HHH) Form 4?

In this Form 4, transaction code "F" indicates shares were withheld for tax purposes. Howard Hughes Holdings retained 3,848 shares to satisfy withholding obligations when time-based restricted stock vested for David R. O'Reilly, rather than him selling shares in the market.