Olea Carlos A. 4

What Happened
Carlos A. Olea, Chief Financial Officer of Howard Hughes Holdings (HHH), received a total of 27,390 shares on Feb 3, 2026 via restricted stock awards/vests. That total comprises: 7,153 shares that vested from 2023 performance-based RSUs (certified at 200% of target), 4,047 time‑based RSUs granted Feb 3, 2026, and 16,190 performance‑based RSUs granted Feb 3, 2026. To satisfy tax withholding on the vested 2023 RSUs, 3,869 shares were withheld by the company (disposed) at $79.77 per share, totaling $308,630. The acquired shares show $0 purchase price (awards/grants).

Key Details

• Transaction date: Feb 3, 2026; Form 4 filed Feb 5, 2026 (filed on time).
• Grants/vests: 7,153 shares vested (2023 performance RSUs); 4,047 time‑based RSUs granted; 16,190 performance‑based RSUs granted.
• Tax withholding: 3,869 shares withheld @ $79.77 = $308,630 (reported as disposition code F). No open‑market sale by the reporting person — shares were withheld to cover taxes.
• Prices: Awards recorded at $0 acquisition price; withholding valued at $79.77/share.
• Shares owned after transaction: Not disclosed in the provided filing excerpt.
• Footnotes: Committee certified NAV performance for 2023 RSUs at 200% (F1); withheld shares were solely to satisfy tax obligations (F2); time‑based RSUs vest in thirds (Feb 3, 2027; Dec 31, 2027; Dec 31, 2028) (F3); the new performance RSUs cliff vest (if earned) on Dec 31, 2028 based on performance (F4).

Context
These were awards and vesting events, not open‑market purchases or discretionary sales. Tax withholding upon vesting is routine and should not be interpreted as a personal sale by the insider. The 2023 RSUs were certified at maximum payout (200%), which triggered the 7,153‑share vesting; the new 2026 grants include both time‑based and performance‑based awards with multi‑year vesting conditions.