How do the Performance Share Units for HOV’s COO work?

The 5,456 Performance Share Units convert into Class A Common Stock on a one-for-one basis when vested. The actual shares received can range from 50% to 200% of 5,456, depending on performance criteria through a period ending April 30, 2027.

When do the Performance Share Units granted to HOV’s COO vest and settle?

These Performance Share Units vest based on service through June 12, 2029 and performance criteria measured through April 30, 2027. To the extent vested, they settle in shares of Class A Common Stock on June 12, 2031.

Hovnanian (NYSE: HOV) COO receives 2026 performance share and phantom cash awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Hovnanian Enterprises’ Chief Operating Officer Michael P. Wyatt received new long-term incentive awards tied to the company’s Class A Common Stock. On June 12, 2026, he was granted 4,400 Phantom Shares (2026) and 5,456 Performance Share Units (2026), both at a price of $0.00 per unit as compensation.

The Performance Share Units convert into Class A Common Stock on a one-for-one basis and can ultimately deliver between 50% and 200% of the 5,456 units based on performance criteria over a period ending April 30, 2027, with service vesting through June 12, 2029, and settlement in shares on June 12, 2031.

The Phantom Shares represent the right to receive cash in the future based on the stock price of the Class A Common Stock. They also vest through June 12, 2029, depending on the achievement of performance criteria over a performance period ending April 30, 2027, and the number of Phantom Shares earned can range from 50% to 200% of the 4,400 units shown.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wyatt Michael P.

Role Chief Operating Officer

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)

Vested Performance Share Units convert into Class A Common Stock, par value $.01 per share, non-cumulative ("Class A 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 A Common Stock on June 12, 2031. The number of shares of Class A 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 grant: 4,400 Phantom Shares Performance Share Units grant: 5,456 PSUs Award grant price: $0.00 per unit +4 more

7 metrics

Phantom Shares grant 4,400 Phantom Shares Granted June 12, 2026; 2026 award

Performance Share Units grant 5,456 PSUs Granted June 12, 2026; 2026 award

Award grant price $0.00 per unit Compensation grant, not market purchase

PSU performance range 50%–200% of 5,456 units Based on performance criteria during period ending April 30, 2027

Phantom Shares performance range 50%–200% of 4,400 units Based on performance criteria during period ending April 30, 2027

Service vesting end date June 12, 2029 Applies to both PSUs and Phantom Shares

PSU settlement date June 12, 2031 Vested PSUs settle in Class A Common Stock

Key Terms

Performance Share Units, Phantom Shares, Class A Common Stock, service vesting conditions, +1 more

5 terms

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 A Common Stock financial

"convert into Class A Common Stock, par value $.01 per share, non-cumulative"

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.

service vesting conditions financial

"These Performance Share Units vest based on satisfaction of service vesting conditions"

performance criteria financial

"depending on the achievement of certain performance criteria during the relevant performance period"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 05:00 PM Accepted by SEC EDGAR 06/16/2026 - 05:00 PM

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)
06/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units (2026)	⁽¹⁾	06/12/2026		A		5,456		⁽²⁾	⁽²⁾	Class A Common Stock	5,456⁽³⁾	$0.0000	5,456	D
Phantom Shares (2026)⁽⁴⁾	⁽⁵⁾	06/12/2026		A		4,400		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,400⁽⁷⁾	$0.0000	4,400	D

Explanation of Responses:

1. Vested Performance Share Units convert into Class A Common Stock, par value $.01 per share, non-cumulative ("Class A 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 A Common Stock on June 12, 2031.

3. The number of shares of Class A 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

4. 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

5. 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.

6. 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.

7. 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did HOV’s Chief Operating Officer receive in this Form 4 filing?

Hovnanian Enterprises’ Chief Operating Officer Michael P. Wyatt received 4,400 Phantom Shares and 5,456 Performance Share Units as compensation awards. Both grants are performance-based and tied to the company’s Class A Common Stock value over specified future periods.

What are Phantom Shares in the HOV Form 4 for Michael Wyatt?

The 4,400 Phantom Shares represent a right to future cash payments based on Hovnanian’s Class A Common Stock price. Following vesting, each phantom share is paid in cash equal to the value of one share, as calculated under the applicable award agreement.

Are the Phantom Shares for HOV’s COO also performance-based?

Yes. The Phantom Shares vest based on service through June 12, 2029 and achievement of specified performance criteria over a period ending April 30, 2027. Earned Phantom Shares can range from 50% to 200% of the 4,400 units granted.

Is this HOV Form 4 a market purchase or sale of stock?

No. The Form 4 reports compensation-related grants classified as acquisitions under code A. These are awards of Performance Share Units and Phantom Shares, not open-market purchases or sales of Hovnanian Enterprises’ Class A Common Stock.