0001104659-23-123248.txt : 20231204 0001104659-23-123248.hdr.sgml : 20231204 20231204163947 ACCESSION NUMBER: 0001104659-23-123248 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231130 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Reilly David R. CENTRAL INDEX KEY: 0001532404 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41779 FILM NUMBER: 231463769 MAIL ADDRESS: STREET 1: 390 N. ORANGE AVENUE STREET 2: STE. 2400 CITY: ORLANDO STATE: FL ZIP: 32801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Holdings Inc. CENTRAL INDEX KEY: 0001981792 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 931869991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 6463543406 MAIL ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Howard Hughes Holding Corp DATE OF NAME CHANGE: 20230615 4 1 tm2332101-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-30 0 0001981792 Howard Hughes Holdings Inc. HHH 0001532404 O'Reilly David R. 9950 WOODLOCH FOREST DRIVE SUITE 1100 THE WOODLANDS TX 77380 1 1 0 0 Director and CEO 0 Common stock, $0.01 par value per share 2023-11-30 4 F 0 912 73.51 D 82851 D Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of time-based shares of restricted stock previously granted to the reporting person. The grants of such shares were previously reported and made under the Issuer's Amended and Restated 2020 Incentive Plan. No shares were sold by the reporting person. On August 11, 2023, Howard Hughes Holdings Inc. became the successor to The Howard Hughes Corporation pursuant to a reorganization in which all of The Howard Hughes Corporation's outstanding shares were automatically converted into equivalent corresponding shares of Howard Hughes Holdings Inc. The reorganization resulted in Howard Hughes Holdings Inc. becoming a parent holding company of The Howard Hughes Corporation, but did not alter the proportionate interests of security holders. Exhibit 24 - Power of Attorney /s/ Nathan Bryce, Attorney-in-fact for David R. O'Reilly 2023-12-04 EX-24 2 tm2332101d2_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Carlos Olea, Nancy Fairfield, and Nathan Bryce, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Howard Hughes Holdings Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of December, 2023.

Signature

/s/ David R. O’Reilly
Name: David R. O’Reilly