Performance-based phantom and share unit grants for Hovnanian (HOV) CFO

Rhea-AI Filing Summary

Hovnanian Enterprises’ CFO Brad G. O’Connor received new performance-based equity awards. On June 12, 2026 he was granted 3,106 Phantom Shares (2026) and 3,852 Performance Share Units (2026), both with an initial value based on Class A Common Stock.

The Performance Share Units convert into Class A Common Stock on a one-for-one basis once vested. They require service through June 12, 2029 and depend on achieving specified performance criteria over a period ending April 30, 2027, with settlement in shares on June 12, 2031. The actual shares delivered can range from 50% to 200% of 3,852 based on performance.

The Phantom Shares are cash-settled and represent the right to future cash equal to the value of Class A Common Stock after vesting. They follow similar service and performance conditions through June 12, 2029, and the number ultimately earned can also range between 50% and 200% of 3,106. These are compensation grants, not open-market stock purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider O'Connor Brad G

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units (2026)	3,852	$0.00	--
Grant/Award	Phantom Shares (2026)	3,106	$0.00	--

Holdings After Transaction: Performance Share Units (2026) — 3,852 shares (Direct, null); Phantom Shares (2026) — 3,106 shares (Direct, null)

Footnotes (1)

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 granted: 3,106 units Performance Share Units granted: 3,852 units PSU service vesting end date: June 12, 2029 +4 more

7 metrics

Phantom Shares granted 3,106 units Phantom Shares (2026) grant on June 12, 2026

Performance Share Units granted 3,852 units Performance Share Units (2026) grant on June 12, 2026

PSU service vesting end date June 12, 2029 Service vesting conditions for Performance Share Units

Performance period end April 30, 2027 Performance criteria measurement period for both awards

PSU settlement date June 12, 2031 Settlement in Class A Common Stock for vested PSUs

Payout range PSUs 50% to 200% Range of Class A shares delivered vs. 3,852 granted

Payout range Phantom Shares 50% to 200% Range of Phantom Shares earned vs. 3,106 granted

Key Terms

Performance Share Units, Phantom Shares, service vesting conditions, performance criteria, +1 more

5 terms

Performance Share Units financial

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

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.

service vesting conditions financial

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

performance criteria financial

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

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.

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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 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^*

O'Connor Brad G

(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)
	CFO

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		3,852		(2)	(2)	Class A Common Stock	3,852(3)	$0.0000	3,852	D
Phantom Shares (2026)(4)	(5)	06/12/2026		A		3,106		(6)	(6)	Class A Common Stock	3,106(7)	$0.0000	3,106	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)

FAQ

What did HOV CFO Brad O’Connor report in this Form 4?

HOV CFO Brad O’Connor reported grants of 3,106 Phantom Shares and 3,852 Performance Share Units, both tied to Class A Common Stock. These are compensation awards, not market trades, and vest over time based on service and performance conditions.

How many performance-based units did the HOV CFO receive?

Brad O’Connor received 3,852 Performance Share Units (2026). These units can ultimately deliver between 50% and 200% of that amount in Class A Common Stock, depending on achievement of specified performance criteria during the performance period ending April 30, 2027.

How do HOV’s Performance Share Units for the CFO vest and settle?

The Performance Share Units vest based on service through June 12, 2029 and achievement of performance criteria over a period ending April 30, 2027. To the extent vested, they settle in shares of Class A Common Stock on June 12, 2031, on a one-for-one basis.

What are Phantom Shares in the HOV CFO’s compensation awards?

The Phantom Shares represent the right to receive future cash equal to the value of a share of Class A Common Stock at payout. They vest through June 12, 2029 based on service and performance, and the earned amount can vary from 50% to 200% of 3,106 units granted.

Do these HOV CFO awards involve open-market stock purchases or sales?

No, the reported transactions are grants of Phantom Shares and Performance Share Units with a transaction price of $0.00 per unit. They are compensation-related derivative awards rather than open-market purchases or sales of Class A Common Stock by the CFO.