Hovnanian CEO exercises 44,800 performance share units
Hovnanian Enterprises Chairman and CEO Ara K. Hovnanian exercised 44,800 Performance Share Units (2021) into Class B Common Stock on June 11.
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Form Type
4
Rhea-AI Filing Summary
Hovnanian Enterprises Chairman and CEO Ara K. Hovnanian exercised 44,800 Performance Share Units (2021) into Class B Common Stock on June 11. The vested units converted to Class B shares on a one-for-one basis. To cover tax obligations, 16,576 Class B shares were delivered at $120.87 per share. Following these transactions, he directly holds 371,462 Class B Common shares, alongside multiple indirect interests held through family trusts and entities where he often serves as trustee and in some cases disclaims full beneficial ownership.
Insider Trade Summary
89,600 shares exercised/converted
Exercise
20 txns
Insider
HOVNANIAN ARA K
Role
Chairman of the Board & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 44,800 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class B Common Stock | 16,576 | $120.87 | $2.00M |
| Exercise | Performance Share Units (2021) | 44,800 | $0.00 | $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 | -- | -- | -- |
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Holdings After Transaction:
Class B Common Stock — 354,886 contracts (Direct);
Performance Share Units (2021) — 0 contracts (Direct);
Class B Common Stock — 5,328.4 contracts (Indirect, Held as trustee for daughter Serena);
Class B Common Stock — 5,328.4 contracts (Indirect, Held as trustee for son Alexander);
Class B Common Stock — 160 contracts (Indirect, Held as trustee of the Alexander Hovnanian Trust);
Class B Common Stock — 160 contracts (Indirect, Held as trustee of the Alton Hovnanian Trust);
Class B Common Stock — 157,434.56 contracts (Indirect, Held as trustee of trust for Reporting Person's family);
Class B Common Stock — 25,281.4 contracts (Indirect, Held as trustee of trusts for Esther K. Barry's family);
Class B Common Stock — 25,281.4 contracts (Indirect, Held as trustee of trusts for Lucy K. Kalian's family);
Class B Common Stock — 25,281.4 contracts (Indirect, Held as trustee of trusts for Nadia K. Rodriguez's family);
Class B Common Stock — 25,281.4 contracts (Indirect, Held as trustee of trusts for Sossie K. Najarian's family);
Class B Common Stock — 50,507.51 contracts (Indirect, Held by Ara K. Hovnanian Family 1994 long-term trusts);
Class B Common Stock — 5,125.28 contracts (Indirect, Held by Reporting Person through partnership interests in the Limited Partnership.);
Class B Common Stock — 38,736.694 contracts (Indirect, Held by trusts for Esther K. Barry's family);
Class B Common Stock — 42,034.92 contracts (Indirect, Held by trusts for Kevork S. Hovnanian's family);
Class B Common Stock — 38,777.8564 contracts (Indirect, Held by trusts for Lucy K. Kalian's family);
Class B Common Stock — 22,849.1972 contracts (Indirect, Held by trusts for Nadia K. Rodriguez's family);
Class B Common Stock — 33,256.3364 contracts (Indirect, Held by trusts for Sossie K. Najarian's family);
Class B Common Stock — 812 contracts (Indirect, Held by wife)
Footnotes (18)
- F1. 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")
- F2. Reflects the settlement of vested Performance Share Units into Class B Common Stock on a one-for-one basis.
- F3. No expiration date
- F4. Vested Performance Share Units convert into Class B Common Stock on a one-for-one basis
- F5. These Performance Share Units vested on June 11, 2024 and were to be delivered in shares of Class B Common Stock on the date that is two years following the vesting date.
- F6. 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.
- F7. 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")
- F8. 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
- F9. 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
- F10. 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
- F11. 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
- F12. 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
- F13. Held by The Ara K. Hovnanian Family 1994 Long-Term Trust, of which the reporting person is trustee
- F14. 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
- F15. 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
- F16. 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
- F17. 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
- F18. 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
Performance Share Units exercised: 44,800 units
Tax-withholding shares: 16,576 shares
Tax price per share: $120.87 per share
+3 more
6 metrics
Performance Share Units exercised
44,800 units
Performance Share Units (2021) settled into Class B Common Stock
Tax-withholding shares
16,576 shares
Class B shares delivered to satisfy tax obligations
Tax price per share
$120.87 per share
Value used for Class B shares in tax-withholding disposition
Direct Class B holdings after
371,462 shares
Direct Class B Common Stock held by Ara K. Hovnanian after transactions
Exercise transactions count
2 exercises, 89,600 shares
Derivative exercise transactions coded M in the filing
Tax-withholding transactions count
1 transaction, 16,576 shares
Transaction coded F for tax-liability payment in shares
Key Terms
Performance Share Units, tax-withholding disposition, Class B Common Stock, beneficial ownership, +1 more
5 terms
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.
Class B Common Stock financial
"The Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock"), is immediately convertible"
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.
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.
Section 16 regulatory
"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"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did HOV (Hovnanian Enterprises) report for Ara K. Hovnanian?
Hovnanian Enterprises reported that Ara K. Hovnanian exercised 44,800 Performance Share Units into Class B Common Stock. A portion of the resulting shares was used to satisfy tax obligations, with no open-market purchases or sales disclosed in these transactions.
Does the HOV Form 4 show open-market buying or selling by Ara K. Hovnanian?
No open-market buying or selling is indicated. The filing shows derivative exercises of 44,800 Performance Share Units and a tax-withholding disposition of 16,576 shares, which are compensation-related and mechanistic rather than discretionary market trades.
What indirect HOV holdings are reported for Ara K. Hovnanian in this Form 4?
The Form 4 lists numerous indirect Class B holdings through family trusts and the Hovnanian Family 2012 LLC. Footnotes explain that he serves as trustee or has potential remainder interests in these trusts and in some cases disclaims beneficial ownership beyond any pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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