Hovnanian director has shares withheld for taxes

Hovnanian Enterprises director Joseph A. Marengi reported a routine share disposition tied to taxes, not an open-market trade.

Rhea-AI Filing Summary

Hovnanian Enterprises director Joseph A. Marengi reported a routine share disposition tied to taxes, not an open-market trade. On the transaction date, 610 shares of Class A Common Stock were withheld at $114.00 per share to cover his estimated tax liability from vested restricted stock units.

After this withholding, he directly holds 29,647 shares of Class A Common Stock. The share withholding was approved by the company’s board of directors under Rule 16b-3, indicating it is a board-sanctioned, compensation-related tax event rather than a discretionary market sale.

Insider Trade Summary

Disposition: 610 shares

Disposition 1 txn

Insider MARENGI JOSEPH A

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	610	$114.00	$70K

Holdings After Transaction: Class A Common Stock — 29,647 shares (Direct)

Footnotes (1)

1. F1. Reflects the withholding of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), for cash to cover the Reporting Person's estimated tax liability in connection with the distribution of shares of Class A Common Stock related to vested restricted stock units. The withholding of shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

Key Figures

Shares withheld for taxes: 610 shares Per-share valuation: $114.00 per share Shares held after transaction: 29,647 shares

3 metrics

Shares withheld for taxes 610 shares Class A Common Stock withheld to cover estimated tax liability

Per-share valuation $114.00 per share Value applied to withheld Class A Common Stock

Shares held after transaction 29,647 shares Director’s direct holdings of Class A Common Stock following withholding

Key Terms

restricted stock units, Rule 16b-3, withholding of shares, estimated tax liability

4 terms

restricted stock units financial

"distribution of shares of Class A Common Stock related to vested restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

withholding of shares financial

"Reflects the withholding of shares of Class A Common Stock, par value $.01 per share"

estimated tax liability financial

"for cash to cover the Reporting Person's estimated tax liability in connection with the distribution of shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HOV (Hovnanian Enterprises) report on this Form 4?

Hovnanian Enterprises reported that director Joseph A. Marengi had 610 Class A shares withheld. These shares covered estimated taxes arising from the distribution of stock related to vested restricted stock units, rather than representing an open-market purchase or sale of shares.

Was the HOV director’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 610 Class A shares were withheld by the company to cover Joseph A. Marengi’s estimated tax liability on vested restricted stock units, making it a routine, compensation-related tax withholding event.

How many HOV shares does Joseph A. Marengi hold after the reported transaction?

After the reported withholding, Joseph A. Marengi directly holds 29,647 shares of Hovnanian Enterprises’ Class A Common Stock. This figure reflects his remaining direct ownership following the 610-share tax withholding related to the vesting of restricted stock units.

At what price were the withheld HOV shares valued in the Form 4 filing?

The 610 withheld shares of Hovnanian Enterprises Class A Common Stock were valued at $114.00 per share. This price is used in the filing to report the value of the shares applied toward Joseph A. Marengi’s estimated tax obligations on vested restricted stock units.

Why was board approval and Rule 16b-3 mentioned in the HOV Form 4 footnote?

The footnote states the board approved the withholding under Rule 16b-3. This rule allows board-approved, compensation-related transactions, such as tax-withholding of shares from vested restricted stock units, to be treated differently from discretionary insider trading in the company’s stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 08:46 AM Learn about SEC filing dates

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^*

MARENGI JOSEPH A

(Last) (First) (Middle)

C/O HOVNANIAN ENTERPRISES, INC.

90 MATAWAN ROAD

(Street)

MATAWAN NEW JERSEY 07747

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	06/09/2026		D(1)		610	D	$114	29,647	D

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

Explanation of Responses:

1. Reflects the withholding of shares of Class A Common Stock, par value $.01 per share, non-cumulative ("Class A Common Stock"), for cash to cover the Reporting Person's estimated tax liability in connection with the distribution of shares of Class A Common Stock related to vested restricted stock units. The withholding of shares was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

	Elizabeth D. Tice Attorney-in-Fact	06/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)