Hovnanian Enterprises amends rights agreement, extends expiration to 2027, sets purchase price at $802

HOVNANIAN ENTERPRISES INC

Amendment No. 3 entered Jan 11, 2024 modifies the 2008 Rights Agreement.
Each right represents purchase of 1/10,000th share of Series B Junior Preferred Stock at $802.00.
Final Expiration Date extended to Aug 14, 2027 (or Aug 14, 2025 if stockholders do not approve amendment).
Amendment No. 3 adjusts purchase price based on Class A Common Stock trading price since 2021.
Rights Agreement acts as a poison pill to deter hostile takeovers.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HOVNANIAN ENTERPRISES INC amended Amendment No. 3 to the Rights Agreement with Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent (effective 2024-01-11).

Action: amendment
Counterparty: Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent
Effective: 2024-01-11

Exact text from the filing

On January 11, 2024, Hovnanian Enterprises, Inc. (the “ Company ”) entered into Amendment No. 3 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 ”), and Amendment No. 2, dated January 18, 2021 (“ Amendment No. 2 ”).

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Source: SEC EDGAR

accession 0001437749-24-001208

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