Howard Hughes Holdings Inc. filings document material events, financial reporting, governance matters, and capital-structure activity for a NYSE-listed real estate holding company. The records identify HHH common stock and describe disclosures related to Howard Hughes Communities, its master planned communities, operating properties, and strategic development activities.
Recent 8-K and 8-K/A filings cover results of operations, Regulation FD supplemental information, annual-meeting timing, proxy and stockholder-proposal procedures, and material agreements. Debt-related filings describe senior notes issued by the wholly owned subsidiary The Howard Hughes Corporation, including private offering disclosures, indenture terms, securities exemptions, and related capital-structure exhibits.
Howard Hughes Holdings Chief Financial Officer Carlos A. Olea reported several equity transactions in company stock. On February 3, 2026, performance-based restricted share units granted in 2023 vested at the maximum level, adding 7,153 shares after the company’s adjusted net asset value targets were certified at 200% of goal.
The company withheld 3,869 shares to cover tax obligations tied to that vesting, with no open-market sale by Olea. He also received new equity awards under the 2025 Equity Incentive Plan: 4,047 time-based restricted shares that vest in thirds between 2027 and 2028, and 16,190 performance-based restricted shares that may cliff vest on December 31, 2028 if performance conditions are met. Following these transactions, Olea directly beneficially owned 67,996 common shares.
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.
Howard Hughes Holdings Inc. executive Andrew D. Davis reported multiple equity awards and related tax withholding in company stock. On February 3, 2026, 3,011 shares of common stock vested from previously granted 2023 performance-based RSUs after the company’s adjusted net asset value growth was certified at 200% of the performance target for the three-year period ended December 31, 2025.
The company withheld 1,587 shares at $79.77 per share to cover tax obligations tied to that vesting, with no shares sold by Davis. He also received 2,498 shares of time-based restricted stock and 9,994 shares of performance-based restricted stock under the 2025 Equity Incentive Plan. Following these transactions, Davis directly owned 33,562 shares of Howard Hughes common stock as reported.
Howard Hughes Holdings Inc. reported that its wholly owned subsidiary, The Howard Hughes Corporation, has priced a private offering of $1 billion in senior notes. The debt consists of $500 million of 5.875% senior notes due 2032 and $500 million of 6.125% senior notes due 2034.
The notes are being sold in an unregistered offering exempt from the registration requirements of the Securities Act of 1933. The company emphasized that this communication is not an offer to sell or a solicitation to buy these securities in any jurisdiction where such actions would be unlawful.
Howard Hughes Holdings Inc. announced that its wholly owned subsidiary, The Howard Hughes Corporation, plans a private, unregistered offering of $1 billion in senior notes, split between notes due 2032 and 2034. The company also disclosed that preliminary, unaudited estimated financial results for the fourth quarter and full year ended December 31, 2025 are included in a preliminary offering memorandum excerpted in an exhibit.
On the same day, The Howard Hughes Corporation called for the redemption of $750 million aggregate principal amount of its 5.375% Senior Notes due 2028 on February 19, 2026. Holders will receive 100.896% of principal plus accrued and unpaid interest, or a total of $1,011.6475 per $1,000 principal. The company intends to fund this redemption with proceeds from the new 2032 and 2034 notes.
Howard Hughes Holdings Inc. regional president Kristi Smith reported an automatic share withholding related to equity compensation. On 12/31/2025, the company withheld 436 shares of common stock at a price of $79.77 per share to cover tax obligations that arose when previously granted restricted stock vested. These restricted stock grants had been awarded under the company’s Amended and Restated 2020 Incentive Plan.
After this tax withholding, Smith beneficially owned 20,513 shares of Howard Hughes Holdings common stock in direct ownership. The filing notes that no shares were sold by Smith; the transaction reflects only shares withheld by the issuer for taxes, which is a common administrative feature of stock-based compensation programs.
Howard Hughes Holdings Inc. reported an insider equity transaction involving its Chief Accounting Officer. On 12/31/2025, 96 shares of common stock were withheld by the company at $79.77 per share to cover tax obligations triggered by the vesting of previously granted restricted stock. According to the filing, no shares were sold by the officer; the shares were retained by the issuer for tax withholding purposes.
Following this transaction, the officer directly beneficially owned 6,357 shares of Howard Hughes Holdings Inc. common stock. The restricted stock was granted under the company’s Amended and Restated 2020 Incentive Plan.
Howard Hughes Holdings Inc. officer James Carman reported a routine change in his shareholdings. On 12/31/2025, 405 shares of common stock were withheld by the company at a price of $79.77 per share to cover tax obligations that arose when previously granted restricted stock vested. These restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan and had been reported earlier. After this tax withholding, Carman beneficially owns 16,909 shares of Howard Hughes Holdings Inc. common stock directly, and the filing notes that no shares were sold by him in this transaction.
Howard Hughes Holdings Inc. director and CEO David R. O'Reilly reported a routine equity transaction involving company stock. On 12/31/2025, 5,064 shares of common stock were withheld by the company at a price of $79.77 per share to cover tax withholding obligations triggered by the vesting of previously granted restricted stock. These restricted stock grants were made under the company’s Amended and Restated 2020 Incentive Plan. After this tax withholding event, O'Reilly beneficially owned 139,102 shares of Howard Hughes Holdings Inc. common stock. The filing states that no shares were sold by O'Reilly in this transaction.
Howard Hughes Holdings Inc. officer Douglas Johnstone reported a routine share withholding related to equity compensation. On 12/31/2025, the company withheld 616 shares of common stock at $79.77 per share to cover tax obligations from the vesting of previously granted restricted stock under the Amended and Restated 2020 Incentive Plan. The filing states that no shares were sold by the reporting person. After this transaction, Johnstone beneficially owned 18,750 shares of Howard Hughes Holdings common stock, held directly.