Howard Hughes (HHH) EVP Davis has 396 shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. executive Andrew D. Davis reported a routine tax withholding transaction. On 02/05/2026, 396 shares of common stock were withheld by the company at $80.04 per share to cover tax obligations tied to previously granted time-based restricted stock vesting.

The filing notes that no shares were sold by Davis; it is an automatic withholding under the Amended and Restated 2020 Incentive Plan. After this transaction, Davis directly beneficially owns 33,166 shares of Howard Hughes Holdings Inc. common stock as Executive Vice President, Head of Investments and Operations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Davis Andrew D.

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common stock, $0.01 par value per share	396	$80.04	$32K

Holdings After Transaction: Common stock, $0.01 par value per share — 33,166 shares (Direct)

Footnotes (1)

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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
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^*

Davis Andrew D.

(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)
	See Remarks

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		396(1)	D	$80.04	33,166	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.

Remarks:

EVP, Head of Investments and Operations

	/s/ Nathan Bryce, Attorney-in-fact for Andrew D. Davis	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 Andrew D. Davis report at Howard Hughes Holdings Inc. (HHH)?

Andrew D. Davis reported 396 shares of Howard Hughes common stock withheld for taxes, not sold. The shares covered tax obligations when previously granted time-based restricted stock vested under the company’s 2020 Incentive Plan, a standard administrative Form 4 event for equity compensation.

Did Andrew D. Davis actually sell Howard Hughes (HHH) shares in this Form 4 filing?

No shares were sold by Andrew D. Davis in this filing. The 396 shares were withheld by Howard Hughes Holdings Inc. solely to satisfy tax withholding obligations upon vesting of restricted stock, as explicitly stated in the footnote to the Form 4.

How many Howard Hughes (HHH) shares does Andrew D. Davis own after this transaction?

After the reported tax withholding transaction, Andrew D. Davis beneficially owns 33,166 shares of Howard Hughes common stock. This amount reflects his direct holdings following the automatic withholding of 396 shares used to cover associated tax liabilities on vested restricted stock.

What does the Form 4 transaction code F mean for the Howard Hughes (HHH) filing?

Transaction code F on the Form 4 indicates shares withheld to pay taxes related to equity awards. In this case, 396 Howard Hughes shares were withheld to satisfy tax obligations when Davis’s previously granted time-based restricted stock vested, rather than an open-market purchase or sale.

Under which plan were Andrew D. Davis’s withheld Howard Hughes (HHH) shares originally granted?

The shares related to this transaction were granted under Howard Hughes Holdings Inc.’s Amended and Restated 2020 Incentive Plan. The Form 4 explains that the vesting of time-based restricted stock from this plan triggered the 396-share tax withholding event.

What is Andrew D. Davis’s role at Howard Hughes Holdings Inc. (HHH)?

Andrew D. Davis serves as Executive Vice President, Head of Investments and Operations at Howard Hughes Holdings Inc. His officer status is disclosed in the Form 4, which reports his equity-related tax withholding transaction and updated direct share ownership position.