Hovnanian director returns shares for tax withholding

Hovnanian Enterprises director Robert B. Coutts reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Hovnanian Enterprises director Robert B. Coutts reported a routine tax-related share disposition. On June 9, he returned 534 shares of Class A Common Stock to the company at $114.00 per share to cover estimated taxes on vested restricted stock units. After this withholding, he continues to hold 37,340 shares directly.

Insider Trade Summary

Disposition: 534 shares

Disposition 1 txn

Insider COUTTS ROBERT B

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	534	$114.00	$61K

Holdings After Transaction: Class A Common Stock — 37,340 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 disposed: 534 shares Price per share: $114.00 per share Shares remaining: 37,340 shares +2 more

5 metrics

Shares disposed 534 shares Class A Common Stock returned to issuer for tax withholding

Price per share $114.00 per share Value used for tax-related share withholding

Shares remaining 37,340 shares Directly held after June 9, 2026 disposition

Transaction date June 9, 2026 Date of issuer disposition for tax withholding

Transaction code D Disposition to issuer under Form 4 reporting

Key Terms

restricted stock units, withholding of shares, Rule 16b-3, Securities Exchange Act of 1934

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.

withholding of shares financial

"Reflects the withholding of shares of Class A Common Stock"

Rule 16b-3 regulatory

"approved by the Issuer's board of directors pursuant to Rule 16b-3"

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.

Securities Exchange Act of 1934 regulatory

"pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended"

FAQ

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

What insider transaction did HOV director Robert B. Coutts report?

Robert B. Coutts reported a disposition of 534 Hovnanian Enterprises Class A shares. The shares were returned to the issuer to cover estimated tax liabilities tied to vested restricted stock units, rather than being sold on the open market.

At what price were the 534 HOV Class A shares disposed of?

The 534 Class A Common Stock shares were valued at $114.00 per share in the transaction. This value was used to calculate the cash amount covering Robert B. Coutts’ estimated tax liability from vested restricted stock units.

How many HOV shares does Robert B. Coutts hold after this Form 4 transaction?

Following the transaction, Robert B. Coutts directly holds 37,340 shares of Hovnanian Enterprises Class A Common Stock. This remaining position reflects his holdings after 534 shares were withheld to cover estimated tax obligations.

Was the HOV insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 534 shares of Class A Common Stock were withheld and returned to Hovnanian Enterprises for cash to cover Robert B. Coutts’ estimated tax liability on vested restricted stock units.

Why were HOV shares withheld from Robert B. Coutts in this filing?

Shares were withheld to cover Robert B. Coutts’ estimated tax liability upon distribution of shares from vested restricted stock units. Instead of paying cash, 534 Class A shares were returned to the issuer as payment toward these tax obligations.

Under what rule was the HOV share withholding approved?

The withholding of shares was approved by Hovnanian Enterprises’ board of directors under Rule 16b-3. This rule under the Securities Exchange Act of 1934 governs certain insider transactions that are board-approved for compliance purposes.

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

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Accepted by SEC EDGAR 06/11/2026 - 08:46 AM EDT 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^*

COUTTS ROBERT B

(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)		534	D	$114	37,340	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)