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HOVNANIAN ENTERPRISES INC

For the period ended Mar 31, 2026. Filed Feb 9, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2026 · Filed Feb 9, 2026

HOV$101.46-3.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Hovnanian Enterprises, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PROXY STATEMENT 2026 HOVNANIAN ENTERPRISES, INC. 90 Matawan Road, Fifth Floor, Matawan, N.J. 07747 Tel: (732) 747-7800

PROXY STATEMENT

2026

THANK YOU for 2025

YOU ARE CORDIALLY INVITED TO ATTEND The 2026 ANNUAL MEETING of SHAREHOLDERS

WHICH WILL BE HELD ON Tuesday, March 31, 2026 at 9:00AM ET AT THE OFFICES OF Bilzin Sumberg Baena Price & Axelrod LLP 1450 BRICKELL AVENUE, 23RD FL, MIAMI, FL 33131

DEAR SHAREHOLDER:

February 9, 2026In accordance with the Securities and Exchange Commission’s rule allowing companies to furnish proxy materials to their shareholders over the Internet, the Company is primarily furnishing proxy materials to our shareholders of Class A Common Stock and registered shareholders of Class B Common Stock over the Internet, rather than mailing paper copies of the materials (including our Annual Report to Shareholders for fiscal 2025) to those shareholders. If you received only a Notice Regarding the Availability of Proxy Materials (the “Notice“) by mail or electronic mail, you will not receive a paper copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote over the Internet, by telephone or by mail. If you received a Notice by mail or electronic mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice. A request for a paper copy must be made by March 17, 2026 in order to facilitate a timely delivery. We anticipate that the Notice will first be mailed to our shareholders on or about February 9, 2026. All shareholders of record of Class B Common Stock who hold in nominee name have been sent a full set of proxy materials, including a proxy card. Attached to this letter are a Notice of Annual Meeting of Shareholders and a Proxy Statement, which describe the business to be conducted at the meeting. We will also report on matters of current interest to our shareholders. It is important that your shares be represented and voted at the meeting. Therefore, we urge you to complete, sign, date and return the enclosed proxy card or, if applicable, register your vote via the Internet or by telephone according to the instructions on the proxy card. If you attend the meeting, you may still choose to vote your shares personally even though you have previously designated a proxy. We sincerely hope you will be able to attend and participate in the Company’s 2026 Annual Meeting of Shareholders. We welcome the opportunity to meet with many of you and give you a firsthand report on the progress of your Company.

Sincerely yours,

Ara K. Hovnanian Chairman of the Board

PROXY VOTING

METHODS

If at the close of business on January 30, 2026, you were a shareholder of record or held shares through a broker or bank, you may vote your shares as described below or you may vote in person at the Annual Meeting of Shareholders.

To reduce our administrative and postage costs, we would appreciate if shareholders of Class A Common Stock and registered shareholders of Class B Common Stock would please vote over the Internet or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described on page 17 of the Proxy Statement. If you are a shareholder of record or hold shares through a broker or bank and are voting by proxy, your vote must be received by 11:59 p.m. (Eastern Time) on March 30, 2026 to be counted unless otherwise noted below.

Your Vote is Important — Thank You for Voting

TO VOTE BY PROXY:

**Shareholders of Class A Common Stock

& Shareholders of Class B Common Stock:

BY INTERNET Go to the website at www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. You will need the 16-digit Control Number included on your Notice to obtain your records and to create an electronic voting instruction form.
BY TELEPHONE From a touch-tone telephone, dial (800) 690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. You will need the 16-digit Control Number included on your Notice in order to vote by telephone.
BY MAIL Request a proxy card from us by following the instructions on your Notice. When you receive the proxy card, mark your selections on the proxy card. Date and sign your name exactly as it appears on your proxy card. Mail the proxy card in the postage-paid envelope that will be provided to you. Mailed proxy cards must be received no later than March 30, 2026 to be counted for the 2026 Annual Meeting of Shareholders.Additional Information for Shareholders of Class B Common Stock Held in Nominee Name: Shares of Class B Common Stock held in nominee name will be entitled to ten votes per share only if the beneficial owner voting instruction card and the nominee proxy card relating to such shares are properly completed, mailed and received not less than three nor more than 20 business days prior to March 31, 2026.

HOVNANIAN ENTERPRISES, INC. NOTICE of ANNUAL MEETING of SHAREHOLDERS

NOTICE IS HEREBY GIVEN

**That the Annual Meeting of Shareholders of Hovnanian

Enterprises, Inc. will be held on Tuesday, March 31, 2026, at the

offices of Bilzin Sumberg Baena Price & Axelrod LLP, 1450 Brickell

Avenue, 23rd Floor, Miami, FL 33131 at 9:00 a.m., Eastern Time

FOR THE FOLLOWING MATTERS:

0102
The election of the directors named herein of the Company for the ensuing year, to serve until the next Annual Meeting of Shareholders of the Company, and until their respective successors may be elected and qualified;The ratification of the selection of Deloitte & Touche LLP, an independent registered public accounting firm, to examine the financial statements of the Company for the year ending October 31, 2026;
0304
The approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan;The approval of the compensation of the Company’s named executive officers in a non-binding, advisory vote; and
The transaction of such other business as may properly come before the meeting and any adjournment thereof.

The Board of Directors recommends that you vote FOR each of the nominees listed in proposal 1 and FOR proposals 2, 3 and 4.

Only shareholders of record at the close of business on January 30, 2026 are entitled to notice of, and to vote at, the Annual Meeting of Shareholders. Accompanying this Notice is a proxy statement, proxy card(s) and the Company’s Annual Report for the fiscal year ended October 31, 2025.

To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a paper proxy card to complete, sign and return by mail. Shares of Class B Common Stock held in nominee name will be entitled to ten votes per share only if the beneficial owner voting instruction card and the nominee proxy card relating to such shares are properly completed, mailed and received not less than three nor more than 20 business days prior to March 31, 2026. These voting procedures are described on pages 6 and 7 and on the proxy card.

All shareholders are urged to attend the meeting in person or by proxy. Shareholders who do not expect to attend the meeting are requested to complete, sign and date the enclosed proxy card and return it promptly, or, if applicable, to register their vote via the Internet or by telephone according to the instructions on pages 6 and 7 and on the proxy card.

By order of the Board of Directors,

ELIZABETH D. TICE Secretary

February 9, 2026

TO

NOTE

If you are a shareholder of record and you plan to attend the Annual Meeting of Shareholders, please mark the appropriate box on your proxy card or, if applicable, so indicate when designating a proxy via the Internet or by telephone. If your shares are held by a bank, broker or other intermediary and you plan to attend, please send written notice to our principal executive offices at Hovnanian Enterprises, Inc., 90 Matawan Road, Fifth Floor, Matawan, New Jersey 07747, Attention: Elizabeth D. Tice, Secretary, and enclose evidence of your ownership (such as a letter from the bank, broker or other intermediary confirming your ownership or a bank or brokerage firm account statement). The names of all those planning to attend will be placed on an admission list held at the registration desk at the entrance to the meeting. In order to be admitted to the Annual Meeting of Shareholders, you will need a form of personal identification (such as a driver’s license) along with your Notice, proxy card or proof of Common Stock ownership. If your shares are held beneficially in the name of a bank, broker or other holder of record and you wish to be admitted to the Annual Meeting of Shareholders, you must present proof of your ownership of our Common Stock, such as a bank or brokerage account statement. In addition, no cameras, recording equipment, electronic devices (including phones), large bags, briefcases or packages will be permitted at the Annual Meeting of Shareholders; any such items will be required to be checked in prior to being admitted to the Annual Meeting of Shareholders. If you do not plan to attend the Annual Meeting of Shareholders, please designate a proxy by mail or, if applicable, via the Internet or by telephone. If you choose to vote by mail, please complete, sign and date the enclosed proxy card(s) and return it promptly so that your shares will be voted. If you have received a hard copy of the proxy materials, the enclosed envelope requires no postage if mailed in the United States.

TABLE of CONTENTS

16General
20Voting Rights & Security Ownership of Certain Beneficial Owners & Management
PROPOSAL I24Election of Directors
38Meetings of the Board of Directors & Committees of the Board of Directors
PROPOSAL II44Ratification of the Selection of an Independent Registered Public Accounting Firm
PROPOSAL III46Approval of the Fourth Amended & Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan
PROPOSAL IV64Advisory Vote on Executive Compensation
70The Compensation Committee
COMPENSATION DISCUSSION & ANALYSIS76
77Executive Summary
92Compensation Philosophy & Objectives
100Fiscal 2025 Compensation Elements & Compensation Mix
103Details of Compensation Elements
124Actions for Fiscal 2026
125Tax Deductibility & Accounting Implications
126Policy & Practices on Granting Equity Awards
127Stock Ownership Guidelines & Delayed Delivery Periods
EXECUTIVE COMPENSATION130
130Summary Compensation Table
134Grants of Plan-Based Awards in Fiscal 2025
136Outstanding Equity Awards at Fiscal 2025 Year-End
142Option Exercises & Stock Vested in Fiscal 2025
144Nonqualified Deferred Compensation for Fiscal 2025
148Potential Payments Upon Termination or Change-In-Control
154Pay Ratio Disclosure
156Pay Versus Performance
161Non-Employee Director Compensation
164The Audit Committee
167The Audit Committee Report
169Fees Paid to Principal Accountant
170Principal Accountant Independence
170Corporate Governance
172Board Oversight of Risk Management
174Environmental, Social & Governance (ESG) Practices
178Leadership Structure
178Certain Relationships & Related Transactions
182Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 31, 2026
183General
185Shareholder Proposals for the 2027 Annual Meeting
APPENDIX AFourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.