Andrew D. Davis - 03 Feb 2026 Form 4 Insider Report for Howard Hughes Holdings Inc. (HHH)

Signature
/s/ Nathan Bryce, Attorney-in-fact for Andrew D. Davis
Issuer symbol
HHH
Transactions as of
03 Feb 2026
Net transactions value
-$126,595
Form type
4
Filing time
05 Feb 2026, 17:00:15 UTC
Previous filing
05 Jan 2026
Next filing
09 Feb 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Davis Andrew D. EVP, Head of Investments and Operations 9950 WOODLOCH FOREST DRIVE, SUITE 1100, THE WOODLANDS /s/ Nathan Bryce, Attorney-in-fact for Andrew D. Davis 05 Feb 2026 0002061033

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HHH Common stock, $0.01 par value per share Award $0 +3,011 +15% $0.000000 22,657 03 Feb 2026 Direct F1
transaction HHH Common stock, $0.01 par value per share Tax liability $126,595 -1,587 -7% $79.77 21,070 03 Feb 2026 Direct F2
transaction HHH Common stock, $0.01 par value per share Award $0 +2,498 +12% $0.000000 23,568 03 Feb 2026 Direct F3
transaction HHH Common stock, $0.01 par value per share Award $0 +9,994 +42% $0.000000 33,562 03 Feb 2026 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 3,011 shares of common stock was approved.
F2 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.
F3 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.
F4 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:

EVP, Head of Investments and Operations