Hovnanian Alexander A. 4

What Happened

• Alexander A. Hovnanian, President of Hovnanian Enterprises (HOV), had 8,864 vested performance share units (PSUs) convert into Class B common stock on June 11, 2026 (conversion reported as derivative exercise). No cash was paid on the conversion (price $0). To cover tax withholding, 4,694 of those shares were surrendered at an indicated value of $120.87 per share for a withholding amount of $567,364. The net result: 4,170 shares were retained from this settlement (4,170 × $120.87 ≈ $504,028).

Key Details

• Transaction date: 2026-06-11; Form 4 filed 2026-06-15 (filed timely).
• Actions reported: M = exercise/conversion of derivative (PSUs → Class B shares); F = shares withheld to satisfy tax withholding.
• Shares converted: 8,864; shares withheld for taxes: 4,694 at $120.87 each (withholding = $567,364); shares retained: 4,170 (approx. $504k at $120.87).
• Relevant footnotes: PSUs settled into Class B common stock on a one-for-one basis (F2/F4/F6); Class B shares are immediately convertible one-for-one into Class A shares (F1); PSUs vested earlier (vesting noted June 11, 2024) and were delivered per the plan (F5). Reporting person disclaims beneficial ownership except to extent of pecuniary interest (F7).
• Transaction codes: M = conversion/exercise; F = tax withholding. This was a settlement/award event, not an open-market purchase or sale.

Context

• This was a typical PSU settlement with shares withheld to cover tax obligations (a routine administrative step), not a voluntary open-market sale or purchase. The conversion required no cash outlay by the insider because PSUs convert to shares at $0 exercise price; tax obligations were satisfied by share withholding.