O'Reilly David R. 4
4 · Howard Hughes Holdings Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Howard Hughes (HHH) CEO David O'Reilly Receives Awards; Shares Withheld
What Happened
David R. O'Reilly, Director and CEO of Howard Hughes Holdings (HHH), received multiple equity awards on Feb 3, 2026: 16,942 vested performance RSUs, 13,492 time‑based restricted shares, and 53,966 performance‑based restricted shares (total 84,400 shares acquired at $0.00). To satisfy tax withholding on the vested RSUs, 11,573 shares were withheld by the company (reported as a disposition) at $79.77 per share, totaling $923,178. Footnotes indicate no open‑market sale by the reporting person.
Key Details
- Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely).
- Acquisitions (code A): 16,942 shares (vesting of 2023 performance RSUs at 200% of target), 13,492 time‑based restricted shares, 53,966 performance‑based restricted shares. All acquisitions reported at $0.00.
- Disposition (code F): 11,573 shares withheld to cover tax obligations, reported at $79.77/share = $923,178. Footnote clarifies shares were withheld by the issuer, not sold by O'Reilly.
- Shares owned after transaction: not specified in the provided filing.
- Notable footnotes: 2023 RSUs certified at 200% performance (F1); withheld shares used for tax withholding (F2); time‑based shares vest in thirds (F3); new performance awards cliff‑vest Dec 31, 2028 subject to metrics (F4).
Context
These entries reflect standard compensation actions: vesting of prior performance RSUs, new grants (time‑based and performance‑based) under the 2025 Equity Incentive Plan, and company withholding to meet tax obligations. No cash open‑market sale by the insider was reported; the tax withholding is routine and not necessarily indicative of a change in insider sentiment.
Insider Transaction Report
- Award
Common stock, $0.01 par value per share
[F1]2026-02-03+16,942→ 156,044 total - Tax Payment
Common stock, $0.01 par value per share
[F2]2026-02-03$79.77/sh−11,573$923,178→ 144,471 total - Award
Common stock, $0.01 par value per share
[F3]2026-02-03+13,492→ 157,963 total - Award
Common stock, $0.01 par value per share
[F4]2026-02-03+53,966→ 211,929 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 16,942 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.