| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HOVNANIAN ENTERPRISES INC [ HOV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/04/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 10/31/2025 | F | 5,525 | D | $120.23 | 133,354(2) | D | |||
| Class A Common Stock(1) | 11/03/2025 | M(3) | 32,331 | A | $0.0000 | 165,685 | D | |||
| Class A Common Stock(1) | 11/03/2025 | M(4) | 29,532 | A | $0.0000 | 195,217 | D | |||
| Class A Common Stock(1) | 11/03/2025 | M(5) | 21,200 | A | $0.0000 | 216,417 | D | |||
| Class A Common Stock(1) | 11/03/2025 | F | 48,311 | D | $122.33 | 168,106 | D | |||
| Class A Common Stock(1) | 6,845(2) | I | Held by GRAT | |||||||
| Class A Common Stock(1) | 3,200(6) | I | Held by Spouse | |||||||
| Class A Common Stock(1) | 4,056(6) | I | Held by Spouse's GRAT | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | (7) | 11/03/2025 | M | 21,200 | (8) | (8) | Class A Common Stock | 21,200 | $0.0000 | 0.0000 | D | ||||
| Performance Share Units (2022) | (7) | 11/03/2025 | M | 32,331 | (8) | (8) | Class A Common Stock | 32,331 | $0.0000 | 0.0000 | D | ||||
| Performance Share Units (2023) | (7) | 11/03/2025 | M | 29,532 | (8) | (8) | Class A Common Stock | 29,532 | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. This Form 4/A amends and restates the original Form 4 filed by the Reporting Person on November 4, 2025 to report the settlement of vested performance share awards on November 3, 2025 and update the beneficial ownership of the Reporting Person after such transactions and a reconciliation of the Reporting Person's records. |
| 2. Reflects an adjustment to the number of shares beneficially owned by the Reporting Person after a reconciliation of the Reporting Person's records. Reflects a transfer of shares of Class A Common Stock from the Reporting Person's grantor retained annuity trust ("GRAT") to the Reporting Person exempt from reporting under Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 3. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 10, 2022. |
| 4. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 9, 2023. |
| 5. Reflects shares of Class A Common Stock received upon settlement of vested Performance Share Units pursuant to the terms of the award granted on June 11, 2021. |
| 6. Reflects a transfer of shares of Class A Common Stock from the GRAT of the Reporting Person's spouse to the Reporting Person's spouse exempt from reporting under Rule 16a-13 of the Exchange Act. |
| 7. Vested Performance Share Units convert into Class A Common Stock on a one-for-one basis. |
| 8. Represents vested Performance Share Units that settled into shares of Class A Common Stock on November 3, 2025, pursuant to the terms of the award. |
| Elizabeth D. Tice Attorney-in-Fact | 12/18/2025 | |
| ** 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. | ||