Item 1.01. Entry into a Material Definitive Agreement.

On January 18, 2021, Hovnanian Enterprises, Inc. (the "Company") entered into Amendment No. 2 to the Rights Agreement (the "Amendment"), which amends the Rights Agreement, dated as of August 14, 2008 (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, as amended by Amendment No. 1, dated January 11, 2018 ("Amendment No. 1").

Under the Amendment, (i) each preferred stock purchase right, if exercisable, will initially represent the right to purchase from the Company one ten-thousandth of a share of the Company's Series B Junior Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), for a purchase price of $171.85 (the "Purchase Price") (which Purchase Price was modified in light of the trading price of the Company's Class A Common Stock since the adoption of Amendment No. 1, after giving effect to the Company's 1-for-25 reverse stock split effected on March 29, 2019), (ii) the Final Expiration Date (as defined in the Rights Agreement) will be extended to August 14, 2024 (or August 14, 2022 if the stockholders of the Company have not approved the Amendment by such date), (iii) in the event rights certificates are distributed, such certificates will not need to be affixed with a corporate seal and may be signed by electronic signature and (iv) notwithstanding any prior adjustments, each share of the Company's Class A Common Stock and Class B Common Stock entitles the holder thereof to one right, representing the right to purchase from the Company one ten-thousandth of a share of Series B Preferred Stock at the Purchase Price (subject to certain adjustments).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference, Amendment No. 1, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference, and the Rights Agreement, which is filed as Exhibit 4.3 hereto and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.03 by reference.

Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits



  4.1   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.



  4.2   Amendment No. 1 to Rights Agreement, dated as of January 11, 2018, between
      the Company and Computershare Trust Company, N.A. (as successor to National
      City Bank), as Rights Agent, which includes an amended and restated Form of
      Rights Certificate as Exhibit 1 and an amended and restated Summary of
      Rights as Exhibit 2 (incorporated herein by reference to Exhibit 4.1 to the
      Company's Current Report on Form 8-K, filed on January 11, 2018).



  4.3   Rights Agreement, dated as of August 14, 2008, between the Company and
      Computershare Trust Company, N.A. (as successor to National City Bank), as
      Rights Agent, which includes the Form of Certificate of Designation as
      Exhibit A, Form of Rights Certificate as Exhibit B and the Summary of Rights
      as Exhibit C (incorporated herein by reference to Exhibit 4.1 to the
      Company's Registration Statement on Form 8-A, filed on August 14, 2008).



  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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