Johnstone Douglas 4

4 · Howard Hughes Holdings Inc. · Filed Feb 5, 2026

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Updated Feb 5, 2026

Howard Hughes (HHH) Johnstone Douglas, Regional President, Receives RSU Awards

What Happened

Johnstone Douglas, Regional President (Hawaii Region & National Condominium Development) received multiple restricted stock awards on Feb 3, 2026. The filing shows acquisitions of 2,314, 3,904 and 3,904 shares (total 10,122 shares) reported as awards/grants (transaction code A).
The filing also reports 1,613 shares were withheld by the company to satisfy tax withholding obligations upon vesting (transaction code F) at a reported per-share price of $79.77, for a withholding value of $128,669. The withheld shares were not sold on the open market by the reporting person.

Key Details

Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (appears timely).
Awarded shares: 2,314; 3,904; 3,904 (total 10,122 RSUs) — all recorded as grants/awards (A).
Tax withholding: 1,613 shares withheld at $79.77/share => $128,669 (reported as disposition code F for tax withholding).
Shares owned after transaction: Not disclosed in the filing.
Relevant footnotes:
- F1: 2,314 shares reflect additional vesting from 2023 performance-based RSUs after the Compensation Committee certified NAV performance at 200% for the 2023 RSU measurement period (3-year period ended Dec 31, 2025).
- F2: The 1,613-share disposition represents shares withheld to satisfy tax withholding on the vested 2023 RSUs; no open-market sale by the reporting person.
- F3: 3,904-share entries include time-based restricted stock grants under the 2025 Equity Incentive Plan (vesting in thirds on Feb 3, 2027; Dec 31, 2027; Dec 31, 2028).
- F4: 3,904-share entries also include performance-based restricted stock granted under the 2025 Plan that cliff vest, if at all, on Dec 31, 2028 based on performance metrics.

Context

This filing documents awards and tax withholding, not a purchase or routine sell. The material event is the Certification of performance RSUs at 200% of target, which increased the number of vested shares.
Withheld shares to cover taxes are common after vesting and do not necessarily indicate a sale by the insider.

Form 4

Period: 2026-02-03

See Remarks

Transactions

Award
Common stock, $0.01 par value per share
[F1]
2026-02-03+2,314→ 21,064 total
Tax Payment
Common stock, $0.01 par value per share
[F2]
2026-02-03$79.77/sh−1,613$128,669→ 19,451 total
Award
Common stock, $0.01 par value per share
[F3]
2026-02-03+3,904→ 23,355 total
Award
Common stock, $0.01 par value per share
[F4]
2026-02-03+3,904→ 27,259 total

Footnotes (4)

[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 2,314 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.

Signature

/s/ Nathan Bryce, Attorney-in-fact for Douglas Johnstone|2026-02-05

1 file