UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 17, 2025
HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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1-8551
(Commission File Number)
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22-1851059
(IRS Employer
Identification No.)
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90 Matawan Road, Fifth Floor
Matawan, New Jersey 07747
(Address of Principal Executive Offices) (Zip Code)
(732) 747-7800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A Common Stock $0.01 par value per share
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HOV
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New York Stock Exchange
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Preferred Stock Purchase Rights (1)
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N/A
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New York Stock Exchange
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Depositary Shares each representing 1/1,000th of a share of 7.625% Series A Preferred Stock
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HOVNP
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The Nasdaq Stock Market LLC
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(1)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2025 filed by Hovnanian Enterprises, Inc. (the “Company”) on February 28, 2025 (the “First Quarter 10-Q”), the Company’s Board of Directors (the “Board”) appointed Alexander Hovnanian to the position of President and Michael Wyatt to the position of Chief Operating Officer, each effective November 1, 2025. At the time of the First Quarter 10-Q and as previously disclosed, no determinations had been made with respect to any changes to the compensation arrangements of Messrs. Hovnanian and Wyatt in connection with their respective appointments.
On September 17, 2025, in connection with Mr. Hovnanian’s promotion to President and Mr. Wyatt’s promotion to Chief Operating Officer, the Compensation Committee of the Board of the Company approved the following compensation package for each of Messrs. Hovnanian and Wyatt: (1) a base salary of $750,000, effective November 1, 2025; and (2) a target multiple of base salary of 1.25 with respect to award payouts made under the Company’s Long-Term Incentive Program.
In addition, each of Messrs. Hovnanian and Wyatt will remain eligible to receive other cash and equity awards as to be determined by the Compensation Committee in the future.
