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Howard Hughes Holdings Inc.·4

Feb 5, 5:02 PM ET

Johnstone Douglas 4

Research Summary

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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.