Carman James 4

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.