Carman James 4

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

AI-generated summary of this filing

Updated Feb 5, 2026

Howard Hughes (HHH) President Carman James Receives RSU Awards

What Happened

Carman James, President, Houston Region of Howard Hughes Holdings (HHH), received a series of restricted stock awards on Feb 3, 2026: 2,258 shares vested from a 2023 performance RSU award (paid at 200% of target) and two new grants of 2,967 shares each (one time‑based RSU and one performance‑based RSU). Total shares acquired = 8,192 at $0.00 per share (award/grant).
To satisfy tax withholding on the vested 2023 RSUs, 1,220 shares were withheld/disposed by the company at an implied value of $79.77 per share, totaling $97,319. The filing notes no open‑market sale by the reporting person — the shares were withheld to cover tax obligations.

Key Details

Transaction date: February 3, 2026; Form 4 filed February 5, 2026 (filed within the usual two‑business‑day window).
Tax withholding: 1,220 shares withheld @ $79.77 = $97,319 (code F). Awards/grants are coded A.
Awards: 2,258 vested performance RSUs (2023 grant; certified at 200% for the 3‑year measurement period ending 12/31/2025). Two new 2026 grants of 2,967 shares each: one time‑based RSU (1/3 vests on 2/3/2027, remainder on 12/31/2027 and 12/31/2028) and one performance RSU that cliffs on 12/31/2028 based on performance metrics.
Shares owned after the transaction are not specified in the provided filing.
No indication of a 10b5‑1 plan or late filing in the provided info.

Context

These transactions are awards and tax withholding, not open‑market purchases or discretionary sales; awards reflect compensation and performance certification rather than an outright bullish purchase by the insider.
The vested 2,258 shares resulted from the company certifying NAV performance at the top (200%) for the 2023 RSU program; the new grants include a mix of time‑based and performance‑based RSUs with multi‑year vesting conditions.

Form 4

Period: 2026-02-03

President, Houston Region

Transactions

Award
Common stock, $0.01 par value per share
[F1]
2026-02-03+2,258→ 19,167 total
Tax Payment
Common stock, $0.01 par value per share
[F2]
2026-02-03$79.77/sh−1,220$97,319→ 17,947 total
Award
Common stock, $0.01 par value per share
[F3]
2026-02-03+2,967→ 20,914 total
Award
Common stock, $0.01 par value per share
[F4]
2026-02-03+2,967→ 23,881 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 2,258 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 James Carman|2026-02-05

1 file