Freericks Charles James Jr. 4

What Happened

• Charles James Freericks Jr., President of Howard Hughes Holdings, received two restricted stock awards on February 3, 2026: 3,123 time‑based restricted shares and 3,123 performance‑based restricted shares, each granted at $0.00 (no cash outlay by the insider). Total shares granted = 6,246. These were reported on a Form 4 filed Feb 5, 2026. This is an award/compensation transaction (code A), not an open‑market purchase or sale.

Key Details

• Transaction date: February 3, 2026; Filing date: February 5, 2026 (filed within the typical 2‑business‑day window).
• Grant price: $0.00 per share (standard for restricted stock awards); immediate reported value to insider = $0.
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnotes:
  • F1: The 3,123 time‑based restricted shares vest one‑third on Feb 3, 2027, one‑third on Dec 31, 2027, and the remainder on Dec 31, 2028.
  • F2: The 3,123 performance‑based restricted shares cliff‑vest, if at all, on Dec 31, 2028 based on achievement of specified performance metrics.
• Plan: Grants made under the Issuer’s 2025 Equity Incentive Plan.

Context

• Restricted stock awards are compensation, not purchases, so they don't reflect an insider buying shares on the open market. Time‑based awards vest over set dates; performance awards only vest if company targets are met.
• Such grants increase potential future insider ownership if vesting conditions are satisfied but do not provide immediate liquidity or realized value to the insider.