Davis Andrew D. 4

What Happened
Andrew D. Davis, EVP, Head of Investments and Operations at Howard Hughes Holdings (HHH), was granted a total of 15,503 restricted shares on February 3, 2026 (three separate awards). Of those, 3,011 shares vested as performance-based 2023 RSUs (certified at 200% payout), 2,498 were time-based restricted shares, and 9,994 were performance-based restricted shares granted under the 2025 Equity Incentive Plan. To satisfy tax withholding on the vesting, 1,587 shares were withheld by the company (disposed) at $79.77 per share, equal to $126,595. The grants are awards (A) and the withholding is reported as code F (tax/payment).

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely — within two business days).
• Grants/acquisitions: 3,011 shares (2023 performance RSUs vested at 200%), 2,498 shares (time-based RSUs), 9,994 shares (2026 performance RSUs). All granted at $0.00 (restricted stock awards). Total granted = 15,503 shares.
• Tax withholding: 1,587 shares withheld @ $79.77 = $126,595 (reported as a disposition; no open-market sale by the insider).
• Shares owned after transaction: not specified in the provided filing.
• Relevant footnotes: F1 — 2023 performance RSUs certified at 200% for the 3-year measurement period; F2 — withholding to satisfy tax obligations; F3 — time-based RSUs vest one‑third on Feb 3, 2027 and Dec 31, 2027/2028; F4 — 2026 performance RSUs cliff vest (if earned) on Dec 31, 2028.

Context
These transactions are equity awards and tax-withholding related dispositions, not open-market buys or voluntary sales by the insider. The 2023 RSUs were performance-based and paid out at the maximum (200%) based on the company’s NAV performance for the measurement period; the 2026 grants include both time- and performance-based RSUs with future vesting schedules. Tax-withholding by the company (code F) is routine and does not necessarily indicate insider sentiment.