Hovnanian Enterprises (HOV) CEO details 53,908-share LTIP and family trust holdings

Rhea-AI Filing Summary

Hovnanian Enterprises CEO Ara K. Hovnanian, who is a director, chairman of the board, and 10% owner of Hovnanian Enterprises Inc. (HOV), reported an equity incentive transaction involving the company’s stock. On 12/16/2025, financial performance criteria for a previously granted long‑term incentive plan (LTIP) award were determined to have been satisfied.

The LTIP award relates to 53,908 shares of Class A Common Stock, with a conversion or exercise price of $0.0000, and vested on 10/31/2025, with shares to be delivered two years after that vesting date. The report shows 332,722 derivative securities beneficially owned directly following this transaction, and extensive additional indirect holdings of Class A Common Stock through family trusts and a partnership, many of which the reporting person expressly disclaims beneficial ownership beyond any potential pecuniary interest.

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^*

HOVNANIAN ARA K

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Class B Common Stock	(1)	12/16/2025(2)		A		53,908		(3)	(4)	Class A Common Stock	53,908	$0.0000	332,722	D
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for daughter Serena
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	5,328.4		5,328.4	I	Held as trustee for son Alexander
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	160		160	I	Held as trustee of the Alexander Hovnanian Trust
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	160		160	I	Held as trustee of the Alton Hovnanian Trust
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	157,434.56		157,434.56	I	Held as trustee of trust for Reporting Person's family(5)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	25,281.4		25,281.4(6)	I	Held as trustee of trusts for Esther K. Barry's family(7)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	25,281.4		25,281.4(6)	I	Held as trustee of trusts for Lucy K. Kalian's family(8)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	25,281.4		25,281.4(6)	I	Held as trustee of trusts for Nadia K. Rodriguez's family(9)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	25,281.4		25,281.4(6)	I	Held as trustee of trusts for Sossie K. Najarian's family(10)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	50,507.51		50,507.51	I	Held by Ara K. Hovnanian Family 1994 long-term trusts(11)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	5,125.28		5,125.28	I	Held by Reporting Person through partnership interests in the Limited Partnership.
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	38,736.694		38,736.694(6)	I	Held by trusts for Esther K. Barry's family(12)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	42,034.92		42,034.92(6)	I	Held by trusts for Kevork S. Hovnanian's family(13)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	38,777.8564		38,777.8564(6)	I	Held by trusts for Lucy K. Kalian's family(14)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	22,849.1972		22,849.1972(6)	I	Held by trusts for Nadia K. Rodriguez's family(15)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	33,256.3364		33,256.3364(6)	I	Held by trusts for Sossie K. Najarian's family(16)
Class B Common Stock	(1)							(1)	(4)	Class A Common Stock	812		812	I	Held by wife

Explanation of Responses:

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")

2. The date of the transaction represents the date on which the financial performance criteria of a previously granted long-term incentive plan ("LTIP") award were determined to have been satisfied

3. The LTIP award vested on October 31, 2025 and such shares shall be delivered two years after the vesting date.

4. No expiration date

5. 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")

6. 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

7. 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

8. 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

9. 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

10. 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

11. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee

12. 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

13. 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

14. 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

15. 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

16. 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

	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.

FAQ

What insider transaction did Hovnanian Enterprises (HOV) report for its CEO?

The report shows that Ara K. Hovnanian, Hovnanian Enterprises’ chairman, CEO, director, and 10% owner, had performance criteria satisfied for a previously granted long‑term incentive plan (LTIP) award tied to the company’s Class A Common Stock.

How many shares are covered by Ara K. Hovnanian’s LTIP award at HOV?

The LTIP award reported covers 53,908 shares of Class A Common Stock, with an exercise or conversion price of $0.0000 per share, as shown in the derivative securities table.

When were the performance criteria and vesting date for the HOV LTIP award determined?

The report states that the financial performance criteria for the LTIP award were determined to have been satisfied on 12/16/2025. It also notes that the award vested on October 31, 2025, and the related shares are to be delivered two years after that vesting date.

How are Hovnanian Enterprises Class B and Class A Common Stock related?

According to the explanation, Class B Common Stock with par value $0.01 per share is immediately convertible into an equal number of shares of Class A Common Stock, also with par value $0.01 per share and non‑cumulative rights.

What is Ara K. Hovnanian’s beneficial ownership position after this transaction?

The filing shows 332,722 derivative securities beneficially owned directly following the reported transaction, along with numerous additional indirect holdings of Class A Common Stock through family trusts, long‑term trusts, and a partnership. For many of these indirect positions, he disclaims beneficial ownership except to the extent of any potential pecuniary interest.

What types of indirect holdings of HOV stock are disclosed for Ara K. Hovnanian?

The report lists indirect holdings of Class A Common Stock held as trustee for children, multiple 1994 long‑term family trusts, the Ara K. Hovnanian 2012 Trust, the Hovnanian Family 2012 LLC, and other family trusts for relatives such as Esther K. Barry, Lucy K. Kalian, Nadia K. Rodriguez, Sossie K. Najarian, and Kevork S. Hovnanian.