Hovnanian (NYSE: HOV) CEO granted phantom and performance units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hovnanian Enterprises Chairman and CEO Ara K. Hovnanian reported new equity-based compensation awards and updated multiple indirect holdings in Class B Common Stock tied to family trusts and entities.
On June 12, 2026, he received 15,272 Phantom Shares (2026) and 18,936 Performance Share Units (2026) as grants. These awards relate economically to Class A/Common stock value, with vesting and performance conditions running through April 30, 2027 and service periods through June 12, 2029, and future settlement in cash (phantom shares) or Class B shares (PSUs).
The filing also shows a disposition of 17,575 shares of Class B Common Stock at $120.72 per share classified as a tax-withholding transaction, leaving 337,311 Class B shares directly held afterward. The numerous additional entries reflect indirect or trustee holdings in various family trusts, many with disclaimed beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
20 transactions reported
Mixed
20 txns
Insider
HOVNANIAN ARA K
Role
Chairman of the Board & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class B Common Stock | 17,575 | $120.72 | $2.12M |
| Grant/Award | Performance Share Units (2026) | 18,936 | $0.00 | -- |
| Grant/Award | Phantom Shares (2026) | 15,272 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 337,311 shares (Direct, null);
Performance Share Units (2026) — 18,936 shares (Direct, null);
Phantom Shares (2026) — 15,272 shares (Direct, null);
Class B Common Stock — 5,328.4 shares (Indirect, Held as trustee for daughter Serena)
Footnotes (1)
- The 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") No expiration date Vested Performance Share Units convert into Class B Common Stock on a one-for-one basis These 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. Upon, 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. The 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 Phantom 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 Following 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. These 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. The 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. Held 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") The 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 Held 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 Held 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 Held 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 Held 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 Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee Held by The Esther K. Barry Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest Held 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 Held by The Lucy K. Kalian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest Held by The Nadia K. Rodriguez Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest Held by The Sossie K. Najarian Family 1994 Long-Term Trust, of which the reporting person is a trustee and has a potential remainder interest
Key Figures
Phantom Shares grant: 15,272 shares
Performance Share Units grant: 18,936 units
Tax-withholding shares: 17,575 shares
+3 more
6 metrics
Phantom Shares grant
15,272 shares
Phantom Shares (2026) granted on June 12, 2026
Performance Share Units grant
18,936 units
Performance Share Units (2026) granted on June 12, 2026
Tax-withholding shares
17,575 shares
Class B Common Stock delivered for tax liability at $120.72
Direct Class B holdings after F
337,311 shares
Direct Class B Common Stock holdings following tax-withholding disposition
Phantom Shares performance range
50%–200%
Potentially earned Phantom Shares relative to 15,272 granted
PSUs performance range
50%–200%
Potentially earned Performance Share Units relative to 18,936 granted
Key Terms
Phantom Shares, Performance Share Units, Class B Common Stock, tax-withholding disposition, +1 more
5 terms
Class B Common Stock financial
"The 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"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these securities except to the extent of his potential pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did HOVNANIAN ENTERPRISES INC (HOV) CEO report in this Form 4?
Ara K. Hovnanian reported new equity-based awards and updated indirect holdings. The filing shows grants of phantom shares and performance share units, plus a tax-withholding share disposition, along with detailed trust and family-related Class B Common Stock positions.
Was there any open-market buying or selling of HOV stock in this Form 4?
The filing does not show open-market purchases or sales, only a tax-withholding disposition. Specifically, 17,575 Class B shares were delivered at $120.72 per share to satisfy tax or exercise obligations, a mechanistic event rather than a discretionary market trade.
What do the footnotes say about Ara K. Hovnanian’s indirect trust holdings?
Footnotes explain many Class B holdings are in family trusts and the 2012 LLC, where he serves as trustee or has remainder interests. One note states he disclaims beneficial ownership of certain securities except for his potential pecuniary interest, clarifying the nature of those indirect positions.