SEC Form 4 · accession 0001225208-26-006087

HOVNANIAN ENTERPRISES INC · HOV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ara K Hovnanian

Officer — Chairman of the Board & CEO · Director · 10% Owner

Period of report

Jun 12, 2026

Accepted (ET)

Jun 16, 2026 · 5:00 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0000357294

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F1,F2	—	Jun 12, 2026	F	17,575	D	—	—	Class A Common Stock	17,575	337,311	D
Performance Share Units (2026)^F3,F4,F5,F6	—	Jun 12, 2026	A	18,936	A	—	—	Class A Common Stock	18,936	18,936	D
Phantom Shares (2026)^F7,F8,F9,F10	—	Jun 12, 2026	A	15,272	A	—	—	Class A Common Stock	15,272	15,272	D
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	5,328	5,328	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	5,328	5,328	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	160	160	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	160	160	I
Class B Common Stock^F11,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	157,435	157,435	I
Class B Common Stock^{F12,F13,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	25,281	25,281	I
Class B Common Stock^{F12,F14,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	25,281	25,281	I
Class B Common Stock^{F12,F15,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	25,281	25,281	I
Class B Common Stock^{F12,F16,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	25,281	25,281	I
Class B Common Stock^F17,F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	50,508	50,508	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	5,125	5,125	I
Class B Common Stock^{F12,F18,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	38,737	38,737	I
Class B Common Stock^{F12,F19,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	42,035	42,035	I
Class B Common Stock^{F12,F20,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	38,778	38,778	I
Class B Common Stock^{F12,F21,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	22,849	22,849	I
Class B Common Stock^{F12,F22,F1,F2}	—	holding	—	—	—	—	—	Class A Common Stock	33,256	33,256	I
Class B Common Stock^F1,F2	—	holding	—	—	—	—	—	Class A Common Stock	812	812	I

Explanation of responses

F1The Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), is immediately convertible into an equal number of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock")
F10The number of Phantom Shares that may be earned will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period.
F11Held by Ara K. Hovnanian 2012 Trust, of which the reporting person is trustee, including shares held through a limited liability company interest in the Hovnanian Family 2012 LLC (the "2012 LLC")
F12The Reporting Person disclaims beneficial ownership of these securities except to the extent of his potential pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose
F13Held by trusts for the benefit of the family of Esther K. Barry, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC
F14Held by trusts for the benefit of the family of Lucy K. Kalian, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC
F15Held by trusts for the benefit of the family of Nadia K. Rodriguez, of which the reporting person is a trustee and has a potential remainder interest, including shares held through a limited liability interest in the 2012 LLC
F16Held by trust for the benefit of the family of Sossie K. Najarian, of which the reporting person is a trustee and has a potential remainder interest, through a limited liability company interest in the 2012 LLC
F17Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee
F18Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest
F19Held by trusts for the benefit of the family of Kevork S. Hovnanian, of which the reporting person is a trustee and has a potential remainder interest
F2No expiration date
F20Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest
F21Held by The Nadia K. Rodriguez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest
F22Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest
F3Vested Performance Share Units convert into Class B Common Stock on a one-for-one basis
F4These Performance Share Units vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027 and, to the extent vested, settle in shares of Class B Common Stock on June 12, 2031.
F5Upon, and to the extent of, vesting of the Performance Share Units, shares of Class B Common Stock would be received. Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock on a one-for-one basis.
F6The number of shares of Class B Common Stock that would be received upon vesting of the Performance Share Units will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period
F7Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock
F8Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock at the time of payout, as calculated pursuant to the applicable award agreement.
F9These Phantom Shares vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027.