Hovnanian (HOV) COO settles 4,136 PSUs, withholds 2,008 shares for taxes

Rhea-AI Filing Summary

Hovnanian Enterprises’ Chief Operating Officer Michael P. Wyatt reported routine equity compensation activity involving Performance Share Units and Class A Common Stock. On June 11, 2026, 4,136 vested 2021 Performance Share Units were settled into 4,136 shares of Class A Common Stock on a one-for-one basis.

As part of this settlement, 2,008 shares of Class A Common Stock were disposed of to cover tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, Wyatt directly holds 33,888 shares of Class A Common Stock, and the 2021 Performance Share Units position is fully settled.

Insider Trade Summary

4,136 shares exercised/converted

Mixed 3 txns

Insider Wyatt Michael P.

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Performance Share Units (2021)	4,136	$0.00	--
Exercise	Class A Common Stock	4,136	$0.00	--
Tax Withholding	Class A Common Stock	2,008	$120.87	$243K

Holdings After Transaction: Performance Share Units (2021) — 0 shares (Direct, null); Class A Common Stock — 33,888 shares (Direct, null)

Footnotes (1)

1. Reflects the settlement of vested Performance Share Units into Class A Common Stock, par value $.01, per share, non-cumulative ("Class A Common Stock") on a one-for-one basis. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis These Performance Share Units vested on June 11, 2024 and were to be delivered in shares of Class A Common Stock on the date that is two years following the vesting date.

Key Figures

PSUs settled: 4,136 units Shares acquired: 4,136 shares Tax-withholding shares: 2,008 shares +2 more

5 metrics

PSUs settled 4,136 units 2021 Performance Share Units converted to Class A Common Stock on June 11, 2026

Shares acquired 4,136 shares Class A Common Stock received from PSU settlement on a one-for-one basis

Tax-withholding shares 2,008 shares Class A Common Stock delivered to cover tax liability related to equity award

Post-transaction holdings 33,888 shares Class A Common Stock directly held by Michael P. Wyatt after transactions

Tax-withholding reference price $120.87 per share Reference price for 2,008-share tax-withholding disposition of Class A Common Stock

Key Terms

Performance Share Units, Class A Common Stock, tax-withholding disposition, derivative security, +1 more

5 terms

Performance Share Units financial

"Reflects the settlement of vested Performance Share Units into Class A Common Stock"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Class A Common Stock financial

"Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

one-for-one basis financial

"Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/15/2026 - 04:31 PM Accepted by SEC EDGAR 06/15/2026 - 04:30 PM 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^*

Wyatt Michael P.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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	06/11/2026		M		4,136	A	$0(1)	33,888	D
Class A Common Stock	06/11/2026		F		2,008	D	$120.87	31,880	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
Performance Share Units (2021)	(2)	06/11/2026		M			4,136	(3)	(3)	Class A Common Stock	4,136	$0.0000	0.0000	D

Explanation of Responses:

1. Reflects the settlement of vested Performance Share Units into Class A Common Stock, par value $.01, per share, non-cumulative ("Class A Common Stock") on a one-for-one basis.

2. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis

3. These Performance Share Units vested on June 11, 2024 and were to be delivered in shares of Class A Common Stock on the date that is two years following the vesting date.

	Elizabeth D. Tice Attorney-in-Fact	06/15/2026
	** 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)

FAQ

What insider transactions did HOV Chief Operating Officer Michael P. Wyatt report?

Michael P. Wyatt reported settling 4,136 vested 2021 Performance Share Units into 4,136 shares of Hovnanian Class A Common Stock. In the same event, 2,008 shares were disposed of to cover tax obligations related to the settlement, a routine compensation-related transaction rather than an open-market trade.

How many HOV shares did Michael P. Wyatt acquire and dispose of in this Form 4?

Wyatt acquired 4,136 shares of Hovnanian Class A Common Stock through settlement of vested Performance Share Units. Of these, 2,008 shares were used for a tax-withholding disposition. The net effect increased his directly held Class A Common Stock, with updated holdings reported after the transactions.

Is Michael P. Wyatt’s HOV Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 2,008 shares of Class A Common Stock were delivered to cover tax liabilities tied to equity compensation, while 4,136 shares were received from vested Performance Share Units converting into common stock on a one-for-one basis.

What are HOV 2021 Performance Share Units and how were they settled?

The 2021 Performance Share Units are derivative awards that vest and convert into Class A Common Stock on a one-for-one basis. On June 11, 2026, 4,136 vested units converted into 4,136 shares, fully settling this particular PSU award and leaving no remaining balance reported in the derivative holdings.

How many Hovnanian Class A shares does Michael P. Wyatt hold after this Form 4?

After the reported transactions, Michael P. Wyatt directly holds 33,888 shares of Hovnanian Class A Common Stock. This reflects the net result of settling 4,136 Performance Share Units into shares and using 2,008 shares for a tax-withholding disposition associated with the equity compensation settlement.

What does transaction code F mean in Michael P. Wyatt’s HOV Form 4?

Transaction code F indicates payment of tax liability or exercise price by delivering securities. In this Form 4, 2,008 shares of Class A Common Stock were disposed of as a tax-withholding transaction tied to the settlement of vested Performance Share Units, not as a discretionary market sale.