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Hovnanian Enterprises (NYSE: HOV) director reports share award settlement

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(Neutral)
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(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Hovnanian Enterprises disclosed amended insider equity transactions by a director. The amended report covers activity between 10/31/2025 and 11/03/2025, updating how many shares of Class A common stock the director beneficially owns.

On 11/03/2025, vested Performance Share Units from awards granted on June 10, 2022, June 9, 2023 and June 11, 2021 were settled into 32,331, 29,532 and 21,200 shares of Class A common stock at an exercise price of $0.0000, eliminating the remaining derivative unit balances. The director also reported share dispositions coded "F" of 5,525 shares at $120.23 on 10/31/2025 and 48,311 shares at $122.33 on 11/03/2025. After these transactions and record reconciliations, the director directly owns 168,106 Class A shares and reports indirect holdings of 6,845 shares held by a GRAT, 3,200 shares held by a spouse, and 4,056 shares held by the spouse's GRAT. The amendment also reflects transfers between GRATs and the reporting person or spouse that are described as exempt under Rule 16a-13 of the Exchange Act.

Positive

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Negative

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Insider SORSBY J LARRY
Role Director
Type Security Shares Price Value
Exercise Performance Share Units (2021) 21,200 $0.00 --
Exercise Performance Share Units (2022) 32,331 $0.00 --
Exercise Performance Share Units (2023) 29,532 $0.00 --
Exercise Class A Common Stock 32,331 $0.00 --
Exercise Class A Common Stock 29,532 $0.00 --
Exercise Class A Common Stock 21,200 $0.00 --
Tax Withholding Class A Common Stock 48,311 $122.33 $5.91M
Tax Withholding Class A Common Stock 5,525 $120.23 $664K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Performance Share Units (2021) — 0 shares (Direct); Performance Share Units (2022) — 0 shares (Direct); Performance Share Units (2023) — 0 shares (Direct); Class A Common Stock — 165,685 shares (Direct); Class A Common Stock — 6,845 shares (Indirect, Held by GRAT)
Footnotes (1)
  1. This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on November 4, 2025 to report the settlement of vested performance share awards on November 3, 2025 and update the beneficial ownership of the Reporting Person after such transactions and a reconciliation of the Reporting Person's records. Reflects an adjustment to the number of shares beneficially owned by the Reporting Person after a reconciliation of the Reporting Person's records. Reflects a transfer of shares of Class A Common Stock from the Reporting Person's grantor retained annuity trust ("GRAT") to the Reporting Person exempt from reporting under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 10, 2022. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 9, 2023. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 11, 2021. Reflects a transfer of shares of Class A Common Stock from the GRAT of the Reporting Person's spouse to the Reporting Person's spouse exempt from reporting under Rule 16a-13 of the Exchange Act. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis. Represents vested Performance Share Units that settled into shares of Class A Common Stock on November 3, 2025, pursuant to the terms of the award.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SORSBY J LARRY
(Last) (First) (Middle)
C/O HOVNANIAN ENTERPRISES, INC.
90 MATAWAN ROAD
(Street)
MATAWAN NJ 07747
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/04/2025 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 10/31/2025 F 5,525 D $120.23 133,354(2) D
Class A Common Stock(1) 11/03/2025 M(3) 32,331 A $0.0000 165,685 D
Class A Common Stock(1) 11/03/2025 M(4) 29,532 A $0.0000 195,217 D
Class A Common Stock(1) 11/03/2025 M(5) 21,200 A $0.0000 216,417 D
Class A Common Stock(1) 11/03/2025 F 48,311 D $122.33 168,106 D
Class A Common Stock(1) 6,845(2) I Held by GRAT
Class A Common Stock(1) 3,200(6) I Held by Spouse
Class A Common Stock(1) 4,056(6) I Held by Spouse's GRAT
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units (2021) (7) 11/03/2025 M 21,200 (8) (8) Class A Common Stock 21,200 $0.0000 0.0000 D
Performance Share Units (2022) (7) 11/03/2025 M 32,331 (8) (8) Class A Common Stock 32,331 $0.0000 0.0000 D
Performance Share Units (2023) (7) 11/03/2025 M 29,532 (8) (8) Class A Common Stock 29,532 $0.0000 0.0000 D
Explanation of Responses:
1. This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on November 4, 2025 to report the settlement of vested performance share awards on November 3, 2025 and update the beneficial ownership of the Reporting Person after such transactions and a reconciliation of the Reporting Person's records.
2. Reflects an adjustment to the number of shares beneficially owned by the Reporting Person after a reconciliation of the Reporting Person's records. Reflects a transfer of shares of Class A Common Stock from the Reporting Person's grantor retained annuity trust ("GRAT") to the Reporting Person exempt from reporting under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 10, 2022.
4. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 9, 2023.
5. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 11, 2021.
6. Reflects a transfer of shares of Class A Common Stock from the GRAT of the Reporting Person's spouse to the Reporting Person's spouse exempt from reporting under Rule 16a-13 of the Exchange Act.
7. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis.
8. Represents vested Performance Share Units that settled into shares of Class A Common Stock on November 3, 2025, pursuant to the terms of the award.
Elizabeth D. Tice Attorney-in-Fact 12/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Hovnanian Enterprises (HOV) disclose in this filing?

The filing reports an amended set of insider transactions by a director, including the settlement of vested Performance Share Units into Class A common stock, share dispositions on 10/31/2025 and 11/03/2025, and updated beneficial ownership totals.

How many Hovnanian Enterprises (HOV) shares does the director own after these transactions?

After the reported activity, the director directly owns 168,106 shares of Class A common stock and reports indirect holdings of 6,845 shares held by a GRAT, 3,200 shares held by a spouse, and 4,056 shares held by the spouse's GRAT.

Which Hovnanian Enterprises (HOV) performance share awards were settled?

The report shows settlement on 11/03/2025 of vested Performance Share Units from awards granted on June 10, 2022, June 9, 2023, and June 11, 2021, converting into 32,331, 29,532, and 21,200 shares of Class A common stock, respectively.

Why was this Hovnanian Enterprises (HOV) Form 4 amended?

According to the explanation, the amendment restates the original report filed on November 4, 2025 to include the settlement of vested performance share awards on November 3, 2025 and to update the director's beneficial ownership after these transactions and a reconciliation of the director's records.

How are performance share units described in this Hovnanian (HOV) insider filing?

The filing states that vested Performance Share Units convert into Class A common stock on a one-for-one basis, and that the vested units reported here settled into shares on November 3, 2025 under the terms of the awards.