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For information with respect to our legal proceedings, see Note 7 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
On September 1, 2022, our Board of Directors authorized a repurchase program for up to $50.0 million of our Class A common stock. Under the program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual dollar amount repurchased will depend on a variety of factors, including legal requirements, price, future tax implications and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. As of July 31, 2024, $6.5 million of our Class A common stock is available to be purchased under the stock repurchase program.
The following table provides information relating to the company’s repurchase of common stock for the third quarter of fiscal 2024.
| Line item | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased of Part of Publicly Announced Plans or Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program |
|---|---|---|---|---|
| May 1, 2024 through May 31, 2024 | - | - | - | $17,977,646 |
| June 1, 2024 through June 30, 2024 | 9,705 | $141.77 | 9,705 | $16,601,795 |
| July 1, 2024 through July 31, 2024 | 73,048 | $138.46 | 73,048 | $6,487,677 |
During the three months ended July 31, 2024*,* no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. EXHIBITS
3(a) Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on March 29, 2019). 3(b) Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on March 28, 2023). 4(a) Specimen Class A Common Stock Certificate (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on March 29, 2019). 4(b) Specimen Class B Common Stock Certificate (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on March 29, 2019). 4(c) Certificate of Designations, Powers, Preferences and Rights of the 7.625% Series A Preferred Stock of Hovnanian Enterprises, Inc., dated July 12, 2005.(Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on July 13, 2005). 4(d) Certificate of Designations of the Series B Junior Preferred Stock of Hovnanian Enterprises, Inc., dated August 14, 2008 (Incorporated by reference to Exhibits to Quarterly Report on Form 10-Q of the Registrant for the quarter ended July 31, 2008). 4(e) Rights Agreement, dated as of August 14, 2008, between Hovnanian Enterprises, Inc. and National City Bank, as Rights Agent, which includes the Form of Certificate of Designation as Exhibit A, Form of Right Certificate as Exhibit B and the Summary of Rights as Exhibit C (Incorporated by reference to Exhibits to the Registration Statement on Form 8-A of the Registrant filed on August 14, 2008). 4(f) Amendment No. 1 to Rights Agreement, dated as of January 11, 2018, between Hovnanian Enterprises, Inc. and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, which includes the amended and restated Form of Rights Certificate as Exhibit 1 and the amended and restated Summary of Rights as Exhibit 2 (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed on January 11, 2018). 4(g) Amendment No. 2 to Rights Agreement, dated as of January 18, 2021, between the Company and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, which includes the amended and restated Form of Rights Certificate as Exhibit 1 and the amended and restated Summary of Rights as Exhibit 2 (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed January 19, 2021). 4(h) Amendment No. 3 to Rights Agreement, dated as of January 11, 2024, between the Company and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, which includes the amended and restated Form of Rights Certificate as Exhibit 1 and the amended and restated Summary of Rights as Exhibit 2 (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed January 11, 2024). 10(a) First Amendment to the Credit Agreement, dated as of May 21, 2024, in respect of the Credit Agreement, dated as of December 10, 2019, among K. Hovnanian Enterprises, Inc., Hovnanian Enterprises, Inc., the subsidiary guarantors named therein, Wilmington Trust, National Association, as Administrative Agent, and the lenders party thereto. (Incorporated by reference to Exhibits to Current Report on Form 8-K of the Registrant filed May 22, 2024).
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10(b)* Form of 2024 Performance Share Unit Agreement EBIT Class A.
10(c)* Form of 2024 Performance Share Unit Agreement EBIT Class B. 10(d)* Form of 2024 Performance Share Unit Agreement EBIT ROI Class A. 10(e)* Form of 2024 Performance Share Unit Agreement EBIT ROI Class A. 10(f)* Form of 2024 Associate Restricted Share Unit Agreement Class A. 10(g)* Form of 2024 Director Restricted Share Unit Agreement Class A. 31(a) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31(b) Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32(a) Section 1350 Certification of Chief Executive Officer. 32(b) Section 1350 Certification of Chief Financial Officer. (101) The following financial information from our Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, formatted in inline Extensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Balance Sheets at July 31, 2024 and October 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended July 31, 2024 and 2023, (iii) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended July 31, 2024 and 2023, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2024 and 2023, and (v) the Notes to Condensed Consolidated Financial Statements. (104) Cover Page from our Quarterly Report on Form 10-Q for the three months ended July 31, 2024, formatted in Inline XBRL (and contained in Exhibit 101). | | * Management contracts or compensatory plans or arrangements. |
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