O'Reilly David R. 4

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.