Document

The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws by Howard Hughes Holdings Inc. (the “Company” or “HHH”) and its subsidiaries and all directors, officers and employees thereof (and members of the forgoing persons’ immediate families and households), in order to preserve the reputation and integrity of the Company, as well as that of all persons affiliated with it. Questions regarding this Policy should be directed to the Company’s General Counsel.

It is the Company’s policy to comply with all applicable federal and state securities laws, including those related to buying or selling securities in the Company and its subsidiaries (including The Howard Hughes Corporation), including common stock, options and any other securities that the Company or its subsidiaries (including The Howard Hughes Corporation) may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company (collectively, “Company Securities”). In the course of conducting the Company’s business, employees or representatives may become aware of material, nonpublic information regarding the Company, its subsidiaries and divisions, or other companies with which we do business (this so- called “material, nonpublic information” is defined in Section IV below). Employees or agents of the Company and members of their immediate families may not buy or sell Company Securities, or securities of any other publicly held company, while in possession of material, nonpublic information obtained during the course of employment or other involvement with Company business, even if the decision to buy or sell is not based upon the material, nonpublic information.

In addition, entities such as trusts or foundations over which an employee has control, may not buy or sell securities while the employee is in possession of such material, nonpublic information. If you have material, nonpublic information, you may not disclose that information to others, even to family members or other employees, except for employees whose job responsibilities require the information.

This Policy will continue to apply to any employee or agent whose relationship with the Company terminates as long as the individual possesses material, nonpublic information that he or she obtained in the course of their employment or relationship with the Company.

All employees, officers and directors are subject to this Policy. In order to ensure compliance with the Policy, the Board of Directors of the Company (the “Board”) has adopted additional procedures, which apply to Covered Persons (as defined in Section IV.D below), as

well as their Related Persons (as defined in Section IV.E. below). These procedures apply regardless of the dollar amount of the trade or the source of the material, nonpublic information. Any questions regarding the applicability of this policy to a specific situation should be referred to the Company’s General Counsel.

The concept of “insider” is broad. Any person who possesses material, nonpublic information is considered an insider as to that information. Insiders include Company directors, officers, employees, independent contractors, and those persons in a special relationship with the Company (e.g., its auditors, consultants or attorneys). The definition of an insider is transaction specific, which means that an individual is an insider with respect to each item of material, nonpublic information of which he or she is aware.

The materiality of information depends upon the circumstances. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity. Some examples of material information include:

The above list is only illustrative and many other types of information may be considered “material” depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. When in doubt, please contact the Company’s General Counsel.

Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be disseminated in a manner making it generally available to investors through a report filed with the Securities and Exchange Commission

(“SEC”) or through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press or United Press International. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information.

Generally, one should allow approximately two full trading days following publication as a reasonable waiting period before such information is deemed to be public. Therefore, if an announcement is made before the commencement of trading on a Monday, an employee may trade in Company Securities starting on Wednesday of that week, because two full trading days would have elapsed by then (all of Monday and Tuesday). If the announcement is made on Monday after trading begins, employees may not trade in Company Securities until Thursday. If the announcement is made on Friday after trading begins, employees may not trade in Company Securities until Wednesday of the following week. Note that this restriction is in addition to any other restrictions that apply under this policy, including the requirement that certain trades be pre- cleared (see Section V.C. below).

For purposes of this Policy, “Covered Persons” includes (1) members of the Board, (2) persons designated as officers of the Company for purposes of Section 16 under the Securities Exchange Act of 1934 (the “Exchange Act”), (3) executive officers of the Company for purposes of disclosure in the Company’s annual report on Form 10-K and proxy statement in accordance with Rule 3b-7 under the Exchange act and Item 401(b) of Regulation S-K, and (4) any other director, officer, employee and/or representative of the Company (or its subsidiaries) that may be identified from time to time as a “Covered Person” by the Board or an executive officer of the Company because they have or are likely to have access to material, nonpublic information by virtue of their position with the Company.

For purposes of this Policy, a “Related Person” includes (1) your spouse, minor children and anyone else living in your household, (2) partnerships in which you are a general partner, (3) corporations in which you either singly or together with other “Related Persons” own a controlling interest, (4) trusts of which you are a trustee, settlor or beneficiary, (5) estates of which you are an executor or beneficiary, or (6) any other group or entity where the insider has or shares with others the power to decide whether to buy Company Securities. Although a person’s parent, child or sibling may not be considered a Related Person (unless living in the same household), a parent or sibling may be a “tippee” for securities laws purposes. See Section V.D. below for a discussion on the prohibition on “tipping.”

No Company employees, Covered Persons or their Related Persons may place a purchase or sell order or recommend that another person place a purchase or sell order in Company Securities (including initial elections, changes in elections or reallocation of funds relating to 401(k) plan accounts, but excluding the exercise of options, other than as described in Section V.G. below) when he or she has knowledge of material information concerning the Company that has not been disclosed to the public. In addition, in some circumstances the Company’s directors, employees and officers may be prohibited from trading in the Company Securities during any period when certain participants or beneficiaries of individual account plans (such as some pension fund plans) maintained by the Company are subject to a temporary trading suspension in Company Securities.

Covered Persons must obtain prior clearance from the Company’s General Counsel before he, she or any of his or her Related Persons makes any purchases or sales of Company Securities (see Section V.G. below). An exercise of a stock option need not be pre-cleared if such exercise does not involve the sale of any Company Securities, such as a sale of Company Securities to finance a broker-assisted “cashless” exercise. Pre-clearance may only be obtained by submitting the Pre-Trading Clearance and Certification Form attached hereto as Annex A. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under the federal or state securities laws and regulations. Any advice will relate solely to the restraints imposed by law and will not constitute advice regarding the investment aspects of any transaction. Clearance of a transaction is valid only for a period to be specified by the Company’s General Counsel. If the transaction order is not placed within that period, clearance of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

Covered Persons should make their request for pre-clearance using the Pre-Trading Clearance and Certification Form attached hereto as Annex A (a copy of which can also be obtained through the Company’s General Counsel office) the business day prior to the date such person wants to trade, in order to give sufficient time for review of the request.

Covered Persons that are subject to Section 16 of the Exchange Act (i.e., those directors and executive officers who have filed a Form 3 and are required to file Forms 4 and 5) (“Section 16 Persons”) must also promptly (and in any event on the same day) report to the Company’s General Counsel the completion of any trade in Company Securities and any other necessary information so that required filings may be made with the SEC.

Insiders may be liable for communicating or tipping material, nonpublic information to any third party (“tippee”), not limited to just Related Persons. Further, insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material, nonpublic information tipped to them and individuals who trade on material, nonpublic information which has been misappropriated. Tippees inherit an insider’s duties and are liable for trading on material, nonpublic information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material, nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings. Therefore, it is the Company’s policy that Company employees and Covered Persons are required to keep completely and strictly confidential all nonpublic information relating to the Company.

Covered Persons are prohibited from engaging in short-term or speculative transactions in Company Securities. Other transactions, such as limit orders, may raise special issues because of the manner in which they are executed. Covered Persons should observe the special rules described below regarding the following types of transactions.

•Short Sales. Short sales are sales of securities which the seller does not own at the time the sell order is placed. Short sales would generally be interpreted by the market as an expectation by the seller that the securities will decline in value, and therefore that the seller has no confidence in the Company or its short-term prospects. In addition, short sales by a Covered Persons may reduce such person’s incentive to improve the Company’s performance. For these reasons, short sales of Company Securities by Covered Persons are prohibited. In addition, short sales by Covered Persons would violate Section 16(c) of the Exchange Act.

•Publicly Traded Options. A transaction in publicly traded options is, in effect, a bet on the short-term movement of the stock and therefore, if made by a Covered Person, creates the appearance that the trading is based on inside information. Transactions in publicly traded options also may focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities based on Company Securities by a Covered Person on an exchange or in any other organized market are prohibited. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)

•Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered Persons to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow Covered

Persons to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, a Covered Person may no longer have the same objectives as the Company's other stockholders. As a result, Covered Persons shall not be a party to these types of transactions.

•Margin Accounts and Pledges. No Covered Person may hold Company Securities in a margin account or pledge as collateral any Company Securities. Margin securities may be sold without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledger is aware or material, non-public information or is otherwise not permitted to trade in Company Securities.

•Limit Orders. A limit order is an order placed with a broker to buy or sell a security at a specific price or better. The broker will execute the trade only within the price restriction. The Company discourages Covered Persons from placing limit orders on the Company Securities, because the orders can result in an automatic trade on a later date when the price is reached, regardless of whether the person placing the order possesses material nonpublic information at that time. If you feel you must use a limit order, it should be limited to a relatively short time, usually no more than a week. In addition, Covered Persons should limit the duration of any limit order to an open trading window period (as described in Section H. below).

No Company employee, Covered Person or Related Person may place purchase or sell orders or recommend that another person place a purchase or sell order in the securities of another company if the employee or Covered Person learns of material, nonpublic information about the other company in the course of his/her service to, or employment with, the Company.

In addition to being subject to all of the other applicable limitations in this Policy (e.g., Section V.C. above), Company employees, Covered Persons, and their Related Persons may only buy or sell Company Securities in the public market during the period beginning two trading days after the release of the Company quarterly and year-end earnings announcement, or other periods designated in writing by counsel when the Company has made full disclosure of all material, non- public information, and continuing for the earlier of 40 trading days or the initial closing of the Company’s books and records for the immediately preceding quarter. This Policy does not apply to the exercise of stock options other than “cashless exercises” as described above. In addition, you should remember that even if the window is otherwise open you cannot trade if you are in possession of material, nonpublic information. During any trading window, Section 16 Persons must promptly (and in any event on the same day) report to the Company’s General Counsel the completion of any trade in Company Securities and any other necessary information so that required filings may be made with the SEC.

From time to time, however, the Company, through the Company’s General Counsel, may close trading during a window period in light of developments that could involve material, nonpublic information. In these situations, the Company’s General Counsel will notify particular individuals that they should not engage in trading of Company securities (except as permitted under a Rule 10b5-1 plan as described below) and should not disclose to others the fact that the trading window has been closed. If the relationship of an individual with the Company should terminate while such a notice is in effect, the prohibition will continue to apply until the Company’s General Counsel gives notice that the ban has been lifted.

SEC Rule 10b5-1(c), provides a defense from insider trading liability if trades occur pursuant to a pre-arranged “trading plan” that meets specified conditions. Under this rule, if you enter into a binding contract, an instruction or a written plan that specifies the amount, price and date on which securities are to be purchased or sold, and if these arrangements are established at a time when you do not possess material, nonpublic information, then you may claim a defense to insider trading liability if the transactions under the trading plan occur at a time when you have subsequently learned material, nonpublic information. Arrangements under the rule may specify the amount, price and date through a formula or may specify trading parameters which another person has discretion to administer, but you must not exercise any subsequent discretion affecting the transactions, and if your broker or any other

person exercises discretion in implementing the trades, you must not influence his or her actions and he or she must not possess any material, nonpublic information at the time of the trades. Trading plans can be established for a single trade or a series of trades.

It is important that you document the details of a trading plan properly. Please note that, in addition to the requirements of a trading plan described above, there are a number of additional procedural conditions to Rule 10b5-1(c) that must be satisfied before you can rely on a trading plan as an affirmative defense against an insider trading charge. These requirements include that you act in good faith, that you not modify your trading instructions while you possess material, nonpublic information and that you not enter into or alter a corresponding or hedging transaction or position. Because this rule is complex, the Company recommends that you work with a broker and the Company’s General Counsel and be sure you fully understand the limitations and conditions of the rule before you establish a trading plan. All trading plans must be reviewed and approved by the Company’s General Counsel before they are implemented.

Additionally, SEC rules require quarterly disclosure of any adoption, modification or termination by directors or officers of written trading arrangements under Rule 10b-5 and, accordingly, Covered Persons that enter into any such plan must promptly inform the General Counsel of the plan’s details and any amendments thereto or termination thereof.

Penalties for trading on or communicating material, nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not permanently benefit from the violation. Penalties include:

I hereby certify that I have read the Company’s Insider Trading Policy, and I am not now in possession of any material, nonpublic information concerning the Company or any other company whose securities I intend to trade. I intend to execute this transaction within

On behalf of [Name of Brokerage Firm] and the for myself, I acknowledge the foregoing instructions with regard to the holdings of [Name of Insider] and his/her related parties holdings of securities of Howard Hughes Holdings Inc. and signify my agreement to comply with them.



Date						Signature/Certification


						Name (print legibly)


						Department


The above transaction is:	☐	Approved if made within business days of
		Approval Date: , 202

	☐	Not Approved


			Signature:

			Name:
						(Please Print)

			Address:



			Email:



			[Counsel]


/s/						Date / /
[Name of Broker]