HOVNANIAN ENTERPRISES INC Stock Compensation Disclosure

15. Stock-Based Compensation Plans

We have stock incentive plans for certain officers, key employees and directors that are approved by a committee appointed by the Board or its delegate. As of October 31, 2025, we had 0.3 million shares authorized and remaining for future issuance under our stock incentive plans. Based on the terms of our stock incentive plans, awards that are forfeited are available to us for future grants. 

Stock Options 

There have been no stock option grants during fiscal years 2025, 2024 or 2023. The exercise price of all stock options is at least equal to the fair market value of an underlying share of our Class A common stock on the date of the grant. The fair value of each stock option is estimated using the Black-Scholes option-pricing model. Stock options granted to officers and associates generally vest in four equal installments on the second, third, fourth and fifth anniversaries of the date of the grant. Non-employee directors’ stock options vest in three equal installments on the first, second and third anniversaries of the date of the grant. All stock options expire on the tenth anniversary from the grant date.

The following table summarizes stock option activity as of October 31, 2025: 

 

The total intrinsic value of stock options exercised during fiscal 2025, 2024 and 2023 was $0.2 million, $1.4 million and $0.2 million, respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price.

 

Based on the fair value at the time of grant, the per share weighted-average fair value of stock options that vested in fiscal 2024 and 2023 was $9.50 and $6.29, respectively. All outstanding stock options were vested as of October 31, 2024.

 

RSUs and Performance Units

 

RSUs are measured based upon the fair value of a share of our Class A common stock on the date of grant. Shares underlying RSUs granted to officers and associates generally vest in four equal installments on the first, second, third, and fourth anniversaries of the grant date. During fiscal year 2025, each of our six existing non-employee directors were granted RSUs subject to a two-year post-vesting holding period. Generally, participants aged 60 years or older, or aged 58 with 15 years of service, are eligible to vest in their awards on an accelerated basis upon their retirement.

 

Grants of performance share units (“PSUs”) and the stock portion of long-term incentive plans (“LTIPs”) (each discussed below) are also awarded as compensation.

 

The following table summarizes nonvested time-based RSU share activity as of October 31, 2025:

 

 

LTIP awards include share adjustments for the difference between target performance metrics at the time of grant and the final performance outcome. Share adjustments are reflected in the “Granted” line above at the time the performance is finalized. Each of the 2025, 2024 and 2023 LTIP awards are subject to cliff vesting at the end of the performance period.

 

The fair value of LTIP and PSUs (discussed below) is determined using the Finnerty model, which uses an arithmetic average strike, put option. The strike price is based on the predetermined period average value of the underlying asset. The following assumptions were used for the 2025 LTIP grants: historical volatility factor of 60.51% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 4.14% equal to the continuously compounded two-year yield and a dividend yield of zero. The following assumptions were used for the 2024 LTIP grants: historical volatility factor of 66.65% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 4.32% equal to the continuously compounded two-year yield and a dividend yield of zero. The following assumptions were used for the 2023 LTIP grants: historical volatility factor of 75.29% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 4.19% equal to the continuously compounded two-year yield and a dividend yield of zero.

PSUs granted in fiscal 2020 vest in four equal installments commencing on the second, third, fourth and fifth anniversary of the grant date, except that no portion of the award will vest unless the Board determines that the Company achieved specified earnings goals. PSUs granted subsequent to fiscal 2020 are subject to cliff vesting on the third year after the grant date. The following assumptions were used for the 2025 PSU grants: historical volatility factor of 63.51% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 3.92% equal to the continuously compounded two-year yield and a dividend yield of zero. The following assumptions were used for the 2024 PSU grants: historical volatility factor of 64.61% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 4.62% equal to the continuously compounded two-year yield and a dividend yield of zero. The following assumptions were used for the 2023 PSU grants: historical volatility factor of 66.66% based on the expected market price of our Class A common stock for the two-year period ending on the valuation date, concluded stock price assumption of 4.54% equal to the continuously compounded two-year yield and a dividend yield of zero.

 

The total grant date fair value of RSU and performance unit awards granted during fiscal 2025, 2024 and 2023 was $12.5 million, $14.8 million and $10.4 million, respectively. The total fair value of these awards vested during fiscal 2025, 2024 and 2023 was $15.4 million, $21.2 million and $25.2 million, respectively.

 

During the year-ended October 31, 2025 we issued 48,171 RSUs, 45,553 PSUs and 47,936 LTIP shares. As of October 31, 2025, there was $11.7 million of unrecognized stock-based compensation, which is comprised of unrecognized expenses for RSUs, PSUs, and the stock portion of LTIPs. The cost is expected to be recognized over a weighted-average period of 2.5 years.

 

Stock-Based Compensation Expense

 

For the years ended October 31, 2025, 2024 and 2023, stock-based compensation expense for RSUs, PSUs, and the stock portion of LTIPs was $16.7 million ($12.3 million post tax), $25.3 million ($19.3 million post tax) and $14.2 million ($11.4 million post tax), respectively. Stock option compensation expense was not material for any period presented.