UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~earliest event reported): OFMarch ~~THE~~31, 2026

~~SECURITIES~~HOVNANIAN ~~EXCHANGE~~ENTERPRISES, ~~ACT~~INC.(Exact OFName ~~1934~~of Registrant as Specified in its Charter)

Date of Report (Date of earliest event reported): February 25, 2026

HOVNANIAN ENTERPRISES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other

Jurisdiction

of Incorporation)

1-8551

(Commission File Number)

22-1851059

(IRS Employer

Identification No.)

90 Matawan Road, Fifth Floor

Matawan, New Jersey 07747(Address of Principal Executive Offices) (Zip Code)

(~~Address~~732) of747-7800(Registrant’s ~~Principal~~telephone ~~Executive~~number, ~~Offices)~~including ~~(Zip~~area ~~Code~~code)

Not Applicable(~~732)~~Former ~~747-7800~~Name or Former Address, if Changed SinceLast Report)

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed SinceLast Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock $0.01 par value per share	HOV	New York Stock Exchange
Class A Common Stock, $0.01 par value per share	HOV	New York Stock Exchange
Preferred Stock Purchase Rights (1)	N/A	New York Stock Exchange
Depositary Shares each representing 1/1,000th of a share of 7.625% Series A Preferred Stock	HOVNP	The Nasdaq Stock Market LLC

(1) Each share of Class A Common Stock includes an associated Preferred Stock Purchase Right. Each Preferred Stock Purchase Right initially represents the right, if such Preferred Stock Purchase Right becomes exercisable, to purchase from the Company one ten-thousandth of a share of its Series B Junior Preferred Stock for each share of Common Stock. The Preferred Stock Purchase Rights currently cannot trade separately from the underlying Common Stock.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

On(e) Fourth ~~February~~Amended ~~25,~~and ~~2026,~~Restated 2020 Hovnanian Enterprises, Inc. ~~(the~~Stock ~~“Company”)~~Incentive ~~issued a press release announcing its preliminary financial results for the fiscal first quarter ended January 31, 2026. A copy of the press release is attached as Exhibit 99.1.~~ Plan

~~The~~On ~~information~~March in31, ~~this~~2026, ~~Current~~Hovnanian ~~Report~~Enterprises, onInc. ~~Form 8-K and~~ (the ~~Exhibit~~“Company”) held ~~attached~~its ~~hereto~~2026 isAnnual ~~being~~Meeting ~~furnished~~of ~~and~~Stockholders ~~shall~~(the ~~not~~“2026 beAnnual ~~deemed “filed~~Meeting”) ~~for~~at which ~~purposes~~the ofCompany’s ~~Section~~stockholders 18approved of the ~~Securities~~Fourth ~~Exchange~~Amended ~~Act~~and ofRestated ~~1934~~2020 Hovnanian Enterprises, asInc. ~~amended~~Stock Incentive Plan (the “~~Exchange~~Amended ~~Act~~Plan”), orwhich had ~~otherwise~~been ~~subject~~previously torecommended ~~the~~for ~~liability~~approval ofby ~~that~~the ~~section,~~Company’s ~~nor~~Compensation Committee ~~shall~~of itthe beBoard ~~deemed~~of ~~incorporated~~Directors byand ~~reference~~previously inapproved ~~any~~by ~~filing under~~ the ~~Securities~~Company’s Board ~~Act~~ of ~~1933~~Directors, asin ~~amended~~each case, orsubject ~~the~~to ~~Exchange~~stockholder ~~Act,~~approval. ~~except~~The asAmended Plan ~~shall~~became beeffective ~~expressly~~as ~~set~~of ~~forth~~the bydate ~~specific~~of ~~reference in~~ such ~~filing~~stockholder approval.

~~The~~Prior ~~attached~~to ~~earnings~~adoption ~~press~~of ~~release~~the ~~contains~~Amended ~~information~~Plan, ~~about~~ the ~~following~~Company ~~non~~had been granting equity-~~GAAP~~based ~~financial~~incentive ~~measures~~awards ~~(collectively~~under the Third Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan (the “~~Non-GAAP~~Existing ~~Measures~~Plan”):. The Amended Plan is substantially identical to the Existing Plan, except it increases the reserve of Class A common stock and Class B common stock for future grants by an aggregate of 100,000 shares.

~~Consolidated~~The ~~earnings~~material ~~before~~features ~~interest~~of ~~expense~~the ~~and~~Amended ~~income~~Plan ~~taxes~~are ~~(“EBIT”)~~described ~~and~~in ~~before~~the ~~depreciation~~Company’s ~~and~~Definitive ~~amortization~~Proxy ~~(“EBITDA”)~~Statement ~~and~~filed ~~before~~on ~~inventory~~February ~~impairments~~9, ~~and~~2026 in ~~land~~connection ~~option~~with ~~write-offs (“Adjusted EBITDA”),~~ the ~~ratio~~2026 ofAnnual ~~Adjusted EBITDA to interest incurred and EBIT before inventory impairments and land option write-offs (“Adjusted EBIT”)~~Meeting, which ~~are~~description ~~non-GAAP~~is ~~financial~~filed ~~measures.~~herewith ~~The~~as ~~most~~Exhibit ~~directly comparable GAAP financial measure for EBIT~~99.1, ~~EBITDA, Adjusted EBIT~~ and ~~Adjusted~~incorporated ~~EBITDA~~herein isby ~~net income (loss)~~reference. ~~Management~~The ~~believes~~above ~~EBIT, Adjusted EBITDA~~ and ~~EBITDA~~the toincorporated bedescription ~~relevant~~of ~~and~~the ~~useful~~Amended ~~information~~Plan ~~as EBIT, Adjusted EBITDA and EBITDA~~ are ~~standard~~qualified ~~measures~~in ~~commonly~~their ~~reported~~entirety ~~and widely used~~ by ~~analysts,~~reference ~~investors and others~~ to ~~measure and benchmark~~ the ~~Company’s~~Amended ~~financial~~Plan, ~~performance~~which ~~without~~is ~~the~~filed ~~effects~~as ofExhibit ~~various items the Company does not believe are characteristic of its ongoing operating performance~~10.1 ~~EBIT,~~to ~~Adjusted~~this ~~EBITDA~~report and ~~EBITDA~~incorporated doherein ~~not~~by ~~take into account substantial costs of doing business, such as income taxes and interest expense~~reference.

~~Homebuilding~~Item gross margin, before cost of sales interest expense and land charges, and homebuilding gross margin percentage, before cost of sales interest expense and land charges, which are non-GAAP financial measures5. ~~The most directly comparable GAAP financial measures are homebuilding gross margin and homebuilding gross margin percentage, respectively~~07. Submission ~~Management believes homebuilding gross margin, before cost~~ of ~~sales~~Matters ~~interest expense and land charges, enables investors~~ to ~~better understand the Company’s operating performance. This measure is also useful internally, helping management to evaluate the Company’s operating results on~~ a ~~consolidated~~Vote ~~basis and relative to other companies in the Company’s industry. In particular, the magnitude and volatility~~ of ~~land~~Security ~~charges for the Company, and for other homebuilders, have been significant and, as such, have made financial analysis of the Company’s industry more difficult~~Holders. Homebuilding metrics excluding land charges, as well as interest amortized to cost of sales, and other similar presentations prepared by analysts and other companies are frequently used to assist investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies’ respective levels of impairments and levels of debt.

~~Adjusted~~The ~~income~~Company ~~before~~held ~~income~~its ~~taxes,~~2026 ~~which~~Annual isMeeting ~~defined~~on asMarch ~~income (loss) before income taxes excluding land-related charges~~31, ~~which is a non-GAAP financial measure~~2026. The ~~most~~matters ~~directly~~voted ~~comparable~~upon ~~GAAP~~at ~~financial~~the ~~measure~~2026 isAnnual ~~income~~Meeting ~~(loss) before income taxes. Management believes adjusted income before taxes to be relevant~~ and ~~useful~~the ~~information~~final ~~because~~results ~~it provides a better metric~~ of the ~~Company’s~~votes ~~operating~~were ~~performance.~~as follows:

~~Total~~(1) ~~inventories~~Election ~~excluding~~of ~~liabilities~~all ~~from~~directors ~~inventory not owned, net~~ of ~~debt~~the ~~issuance~~Company ~~costs and interest capitalized and including investments in and advances~~ to ~~unconsolidated~~hold ~~joint~~office ~~ventures~~until ~~(“Adjusted~~the ~~Investment”),~~next ~~which~~annual ismeeting aof ~~non-GAAP~~shareholders ~~financial~~and ~~measure.~~until ~~The~~their ~~most~~respective ~~directly~~successors ~~comparable~~have ~~GAAP~~been ~~financial~~duly ~~measure~~elected isand ~~total inventories~~qualified. ~~Management~~Abstentions ~~believes Adjusted Investment to be relevant~~ and ~~useful~~broker ~~information~~non-votes ~~because~~had itno ~~more~~effect ~~accurately~~on ~~reflects inventory owned (whether directly or through joint ventures) by~~ the ~~Company~~outcome ~~and~~because ~~excludes~~such ~~inventory~~shares ~~that~~were isnot ~~off-balance~~considered ~~sheet~~votes incast. ~~nature,~~The ~~such~~elected asdirectors ~~inventory subject to land banking transactions.~~were:

The ratio of Adjusted EBIT return on investment (“Adjusted EBIT ROI”), which is the ratio of Adjusted EBIT for the trailing twelve-months, to the average Adjusted Investment for the prior five fiscal quarters and is a non-GAAP financial measure. The most directly comparable GAAP financial measure is the ratio of net income (loss) to total inventory. Management believes Adjusted EBIT ROI to be relevant and useful information because it is a measure of operational performance irrespective of the capital structure of the Company and as calculated, is reflective of the longer-term period required to build and sell homes in the homebuilding industry.

	Votes For	Votes Against	Abstentions	Broker Non-Votes

A. Hovnanian	9,853,568	939,895	1,086	850,360
R. Coutts	10,128,727	629,903	35,919	850,360
M. Hernandez-Kakol	10,392,118	399,994	2,437	850,360
E. Kangas	9,635,760	1,157,515	1,274	850,360
J. Marengi	9,626,038	1,167,213	1,298	850,360
V. Pagano Jr.	9,354,765	1,438,486	1,298	850,360
R. Sellers	9,966,267	825,940	2,342	850,360
J. Sorsby	10,562,136	231,175	1,238	850,360

~~Reconciliations~~(2) ~~for~~Ratification ~~historical periods~~ of the ~~Non-GAAP~~selection ~~Measures~~of ~~are~~Deloitte ~~contained~~& inTouche ~~the~~LLP ~~earnings~~as ~~press~~the ~~release.~~Company’s ~~The~~independent ~~Non-GAAP~~registered ~~Measures~~public ~~should~~accounting befirm ~~considered in addition to, but not as a substitute~~ for, ~~their~~the ~~respective~~fiscal ~~most~~year ~~directly~~ending ~~comparable~~October ~~financial measures (on a historical period~~31, ~~trailing~~2026. ~~twelve-month~~Abstentions ~~period~~had orno ~~five-quarter~~effect ~~average basis, as applicable) prepared in accordance with accounting principles generally accepted in the United States that are presented~~ on the ~~financial~~outcome ~~statements~~because ~~included~~such inshares ~~the~~were ~~Company’s~~not ~~reports~~considered ~~filed~~votes ~~with the Securities and Exchange Commission~~cast. There ~~Additionally,~~were ~~the~~no ~~Company’s~~broker ~~calculations of the Non~~non-~~GAAP Measures may be different than the respective calculations used by other companies, and, therefore, comparability may be affected~~votes.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,603,036		41,110		763		-

(3) Approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,919,750		869,569		5,230		850,360

(4) Non-binding advisory vote on approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Abstentions and broker non-votes had no effect on the outcome because such shares were not considered votes cast.

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,928,102		822,158		44,289		850,360

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 99.1	Earnings Press Release - Fiscal First Quarter Ended January 31, 2026.
Exhibit No.		Description
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1		Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan.
99.1		The section entitled “Proposal III - Approval of the Fourth Amended and Restated 2020 Hovnanian Enterprises, Inc. Stock Incentive Plan” of the Company’s Definitive Proxy Statement (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on February 9, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOVNANIAN ENTERPRISES, INC. (Registrant) By: /s/ ~~Brad~~Elizabeth G.Tice ~~O’Connor~~ Name: ~~Brad~~Elizabeth G.Tice ~~O’Connor~~ Title: ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and Secretary

Date: ~~February~~April 251, 2026

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