Verbinskaya Elena 4

What Happened

• Elena Verbinskaya, Chief Accounting Officer of Howard Hughes Holdings, received two restricted stock awards on February 3, 2026: 1,827 time‑based restricted shares and 1,827 performance‑based restricted shares (total 3,654 shares). Each grant was reported at $0.00 per share (award/grant, code A).
• These are awards (not purchases or sales). The time‑based portion vests in thirds over 2027–2028; the performance portion is a cliff award that vests, if at all, on December 31, 2028 upon achievement of specified performance metrics.

Key Details

• Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (timely filing within the normal two-business-day window).
• Grants: 1,827 time‑based restricted shares (F1) and 1,827 performance‑based restricted shares (F2); reported price $0.00.
• Vesting: F1 = 1/3 vesting on Feb 3, 2027, Dec 31, 2027 and Dec 31, 2028. F2 = cliff vesting on Dec 31, 2028 subject to performance metrics.
• Shares owned after transaction: not reported on this Form 4.
• Plan: Awards granted under the Issuer’s 2025 Equity Incentive Plan.

Context

• Restricted stock awards are compensation: the shares are granted now but are subject to vesting and possible forfeiture until vesting, so they do not represent an immediate open‑market purchase or sale.
• Performance awards only convert to shares if performance goals are met; therefore, their realization depends on future results.
• These filings are routine disclosures of executive compensation and do not, by themselves, indicate the insider’s personal trading sentiment.