Hovnanian director withholds 534 shares for taxes

Hovnanian Enterprises director Vincent Pagano Jr. reported a small share disposition tied to tax withholding rather than a market trade.

Rhea-AI Filing Summary

Hovnanian Enterprises director Vincent Pagano Jr. reported a small share disposition tied to tax withholding rather than a market trade. On the transaction date, 534 shares of Class A Common Stock were surrendered to the company at $114.00 per share to cover estimated taxes on vested restricted stock units, as approved by the board under Rule 16b-3. After this withholding, Pagano directly owns 24,414 Class A shares.

Insider Trade Summary

Disposition: 534 shares

Disposition 1 txn

Insider PAGANO VINCENT JR

Role Director

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

Holdings After Transaction: Class A Common Stock — 24,414 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: 534 shares Withholding price per share: $114.00/share Shares owned after transaction: 24,414 shares

3 metrics

Shares withheld for taxes 534 shares Disposition to issuer to cover estimated tax liability

Withholding price per share $114.00/share Value used for 534 withheld Class A shares

Shares owned after transaction 24,414 shares Director’s direct Class A holdings following tax withholding

Key Terms

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

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"

estimated tax liability financial

"for cash to cover the Reporting Person's estimated tax liability"

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.

FAQ

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

What insider transaction did HOV director Vincent Pagano Jr. report?

Director Vincent Pagano Jr. reported surrendering 534 Hovnanian Enterprises Class A shares to the company. This disposition covered estimated tax liability on vested restricted stock units and was not an open-market sale of stock.

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

No, the Form 4 shows shares withheld by Hovnanian Enterprises to cover taxes. The 534 Class A shares were surrendered to the issuer for cash to satisfy estimated tax obligations on RSU-related share distributions.

How many Hovnanian Enterprises shares were involved in the tax withholding?

The filing reports that 534 shares of Hovnanian Enterprises Class A Common Stock were withheld. These shares were used to cover the reporting person’s estimated tax liability tied to the distribution of stock from vested restricted stock units.

What price per share was used for the HOV tax withholding transaction?

The Form 4 lists a transaction price of $114.00 per share for the 534 withheld Hovnanian Enterprises Class A shares. This price was used to calculate the cash amount applied toward the estimated tax liability on vested RSU distributions.

How many HOV shares does Vincent Pagano Jr. hold after the transaction?

After the tax withholding disposition, Vincent Pagano Jr. directly holds 24,414 shares of Hovnanian Enterprises Class A Common Stock. This figure reflects his remaining position following the surrender of 534 shares to cover estimated tax obligations.

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^*

PAGANO VINCENT JR

(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	24,414	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)