Hovnanian (NYSE: HOV) president receives 2026 phantom share and PSU grants

Rhea-AI Filing Summary

Hovnanian Enterprises President Alexander A. Hovnanian received new equity-based awards tied to future performance and service. He was granted 4,400 Phantom Shares (2026) and 5,456 Performance Share Units (2026), both with a transaction price of $0.00 per unit, reflecting compensation rather than a market purchase.

The Performance Share Units convert on a one-for-one basis into Class B Common Stock upon vesting, then are immediately convertible into an equal number of Class A Common Stock. They vest based on service through June 12, 2029 and performance criteria over a period ending April 30, 2027, and, to the extent vested, settle in shares of Class B Common Stock on June 12, 2031. The number of shares ultimately earned can range from 50% to 200% of the reported 5,456 units depending on performance.

The Phantom Shares represent a right to future cash payments based on the price of Class A Common Stock. They also vest based on service through June 12, 2029 and performance criteria over a period ending April 30, 2027, with the number of Phantom Shares earned varying from 50% to 200% of the reported 4,400 units.

Insights

Equity Compensation Analyst

Routine performance-based equity and cash awards to Hovnanian’s president.

The filing shows Alexander A. Hovnanian, President of Hovnanian Enterprises, receiving 4,400 Phantom Shares and 5,456 Performance Share Units as compensation, not open-market transactions. Both awards have a stated price of $0.00 per unit, indicating grant value will depend on future performance and stock price.

The Performance Share Units can ultimately settle into Class B Common Stock, then convert one-for-one into Class A Common Stock, with payouts varying from 50% to 200% of the 5,456 units based on criteria through April 30, 2027 and service through June 12, 2029. The Phantom Shares pay cash equal to the value of Class A shares on payout, with a similar 50%–200% performance range.

These grants are typical long-term incentive structures that align the executive’s compensation with multi-year performance and share price outcomes. Actual impact on share count will depend on future performance and the eventual conversion of vested units into equity around June 12, 2031.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hovnanian Alexander A.

Role President

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units (2026)	5,456	$0.00	--
Grant/Award	Phantom Shares (2026)	4,400	$0.00	--

Holdings After Transaction: Performance Share Units (2026) — 5,456 shares (Direct, null); Phantom Shares (2026) — 4,400 shares (Direct, null)

Footnotes (1)

1. Vested Performance Share Units convert into Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock") on a one-for-one basis These Performance Share Units vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027 and, to the extent vested, settle in shares of Class B Common Stock on June 12, 2031. 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, par value $.01 per share, non-cumulative ("Class A Common Stock") on a one-for-one basis. The number of shares of Class B Common Stock that would be received upon vesting of the Performance Share Units will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock at the time of payout, as calculated pursuant to the applicable award agreement. These Phantom Shares vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027. The number of Phantom Shares that may be earned will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period.

Key Figures

Phantom Shares granted: 4,400 units Performance Share Units granted: 5,456 units PSU vesting service period end: June 12, 2029 +4 more

7 metrics

Phantom Shares granted 4,400 units Phantom Shares (2026) grant on June 12, 2026

Performance Share Units granted 5,456 units Performance Share Units (2026) grant on June 12, 2026

PSU vesting service period end June 12, 2029 Service vesting condition for Performance Share Units

PSU performance period end April 30, 2027 Performance criteria measurement period for PSUs

PSU settlement date June 12, 2031 Settlement of vested PSUs in Class B Common Stock

PSU payout range 50%–200% Range of Class B shares earned vs. 5,456 units shown

Phantom Shares payout range 50%–200% Range of Phantom Shares earned vs. 4,400 units shown

Key Terms

Performance Share Units, Phantom Shares, Class B Common Stock, Class A Common Stock, +1 more

5 terms

Performance Share Units financial

"These Performance Share Units vest based on satisfaction of service vesting conditions through June 12, 2029"

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.

Phantom Shares financial

"Phantom Shares represent the right to payment in the future solely of an amount of cash"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

Class B Common Stock financial

"Vested Performance Share Units convert into Class B Common Stock, par value $.01 per share, non-cumulative"

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.

Class A Common Stock financial

"Shares of Class B Common Stock are immediately convertible into an equal number of shares of Class A Common Stock"

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.

vesting financial

"These Phantom Shares vest based on satisfaction of service vesting conditions through June 12, 2029"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hovnanian Alexander 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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 (2026)	(1)	06/12/2026		A		5,456		(2)	(2)	Class A Common Stock(3)	5,456(4)	$0.0000	5,456	D
Phantom Shares (2026)(5)	(6)	06/12/2026		A		4,400		(7)	(7)	Class A Common Stock	4,400(8)	$0.0000	4,400	D

Explanation of Responses:

1. Vested Performance Share Units convert into Class B Common Stock, par value $.01 per share, non-cumulative ("Class B Common Stock") on a one-for-one basis

2. These Performance Share Units vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027 and, to the extent vested, settle in shares of Class B Common Stock on June 12, 2031.

3. 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, par value $.01 per share, non-cumulative ("Class A Common Stock") on a one-for-one basis.

4. The number of shares of Class B Common Stock that would be received upon vesting of the Performance Share Units will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period

5. Phantom Shares represent the right to payment in the future solely of an amount of cash based on the future stock price of the Class A Common Stock

6. Following vesting, each phantom share will be paid in an amount of cash equal to the value of a share of Class A Common Stock at the time of payout, as calculated pursuant to the applicable award agreement.

7. These Phantom Shares vest based on satisfaction of service vesting conditions through June 12, 2029 to the extent of the achievement of specified performance criteria over a performance period ending on April 30, 2027.

8. The number of Phantom Shares that may be earned will vary from 50% to 200% of the number shown depending on the achievement of certain performance criteria during the relevant performance period.

	Elizabeth D. Tice Attorney-in-Fact	06/16/2026
	** 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 did HOV President Alexander Hovnanian report on this Form 4?

He reported grants of 4,400 Phantom Shares (2026) and 5,456 Performance Share Units (2026) at a transaction price of $0.00 per unit, reflecting equity-based and cash-settled compensation rather than open-market share purchases or sales.

How do the Performance Share Units granted to HOV’s president work?

The 5,456 Performance Share Units vest based on service through June 12, 2029 and performance through April 30, 2027. Vested units convert one-for-one into Class B Common Stock, then into Class A Common Stock, with payouts ranging from 50% to 200% of the reported amount.

What are the Phantom Shares granted to HOV’s president?

The 4,400 Phantom Shares represent a right to future cash payments equal to the value of Class A Common Stock. They vest based on service through June 12, 2029 and specified performance criteria through April 30, 2027, with payouts varying from 50% to 200% of the reported phantom share count.

Are these Hovnanian (HOV) Form 4 transactions open-market buys or sells?

No, both entries use transaction code A for grants or awards. They represent compensation awards of Performance Share Units and Phantom Shares at $0.00 per unit, not open-market purchases or sales by the Hovnanian Enterprises president.

When could the HOV Performance Share Units settle into stock?

The Performance Share Units vest based on performance through April 30, 2027 and service through June 12, 2029. To the extent they vest, they are scheduled to settle in shares of Class B Common Stock on June 12, 2031, then convertible into Class A shares.