NVR (NVR) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A26 rewritten6 added2 removed136 unchanged
All filing items754 rewritten235 added137 removed1,367 unchanged
Summary
counted, not written
- Item 1A lists 21 risk factor headings: 0 new, 3 reworded and 18 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 235 added, 137 removed, 754 rewritten and 1,367 unchanged across 19 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- Because almost all of our customers require mortgage financing, limited availability of suitable mortgage financing could impair the affordability of our homes, lower demand for our products, and
[removed: limit our ability to fully deliver][added: increase cancellation of homes in] our backlog. [removed: Our][added: Any] inability to secure and control an adequate inventory of lots could adversely impact our operations.[removed: Our failure to maintain the security of][added: Cybersecurity incidents affecting] our electronic and other confidential information could expose us to liability and materially adversely affect our financial condition and results of operations.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
26 rewritten, 6 added, 2 removed, 136 unchanged
- actual and expected [removed: direction of] [added: changes in] interest rates, which affect the availability of mortgage financing for potential purchasers of homes;
Demand for new homes is sensitive to economic changes driven by conditions such as employment levels, job growth, [removed: consumer confidence, inflation] and [removed: interest rates.][added: consumer confidence.]
If the [removed: housing industry] [added: economy] suffers a downturn, our sales may decline which could have a material adverse effect on our profitability, stock performance, ability to service our debt obligations and future cash flows.
High rates of inflation generally affect the homebuilding industry adversely because of their [removed: adverse] impact on interest [removed: rates.][added: rates and costs.]
High interest rates not only increase the cost of borrowed funds to homebuilders and developers but also have a significant adverse effect on [removed: housing demand and on] the affordability of [removed: permanent] mortgage financing to prospective [removed: purchasers.][added: purchasers and the demand for housing.]
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
Our financial results also are affected by [removed: the] [added: other] risks attributable to our mortgage banking business, including [removed: interest rate levels,] the impact of government regulation on mortgage loan originations and servicing and the need to issue forward commitments to fund and sell mortgage loans.
Our homebuilding customers account for [removed: almost] all of our mortgage banking business.
Our mortgage banking business [removed: also] is [added: also] affected by interest rate fluctuations.
Because almost all of our customers require mortgage financing, limited availability of suitable mortgage financing could impair the affordability of our homes, lower demand for our products, and [removed: limit our ability to fully deliver] [added: increase cancellation of homes in] our backlog.
If potential customers or the buyers of our customers’ current homes are not able to obtain suitable [added: mortgage] financing, the result could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
In the event that disruptions to the secondary markets tighten or eliminate the available liquidity [removed: within the secondary markets] for mortgage [removed: loans,] [added: loans in the secondary markets,] or the underwriting requirements by our secondary market investors [removed: continue to] become more stringent, our ability to sell future mortgages could decline and we could be required, among other things, to fund our commitments to our buyers with our own financial resources, which [removed: is] [added: are] limited, or require our home buyers to find another source of financing.
[removed: An inability] [added: We might not be able] to [removed: effectively] [added: continue to] compete [removed: may] [added: successfully in our homebuilding or mortgage banking operations, which could] have an adverse impact on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
[removed: Our] [added: Any] inability to secure and control an adequate inventory of lots could adversely impact our operations.
An insufficient supply of building lots in one or more of our markets, an inability of our developers to deliver finished lots in a timely [removed: fashion due to their inability to secure financing to fund development activities or for other reasons,] [added: fashion,] or our inability to purchase or finance building lots on reasonable terms could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
Significant increases in costs resulting from these [removed: shortages,] [added: market conditions,] or delays in construction of homes, could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.
Construction defect and home warranty claims are common and can represent a substantial risk for [removed: the] [added: our] homebuilding [removed: industry.][added: operations.]
Insofar as we underwrite our originated loans to those standards, we bear no increased concentration of credit risk from the issuance of loans, except in certain limited instances where [added: repurchases or early payment defaults occur.]
[removed: In the event that a substantial number of the loans that we have originated fall into] default and the investors to whom we sold the loans determine that we did not underwrite the loans in accordance with their requirements, we could be required to repurchase the loans from the investor or indemnify the investor for any losses incurred.
[removed: Our failure to maintain the security of] [added: Cybersecurity incidents affecting] our electronic and other confidential information could expose us to liability and materially adversely affect our financial condition and results of operations.
Our management team regularly reviews our response readiness and completes tabletop exercises on potential cybersecurity [removed: breaches] [added: incidents] with the assistance of a third party cybersecurity consultant.
These security measures may not be sufficient for all possible occurrences and [added: our information technology systems] may [removed: be] [added: remain] vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other irregularities.
As of December 31, [removed: 2023] [added: 2024] we had $900 million in senior notes outstanding.
We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations that impose restrictive zoning and density requirements in order to limit the number of homes that can [removed: eventually] be built within the boundaries of a particular area.
Higher operating costs could result in us having to increase our home prices to a level that may adversely affect our [removed: sales, or] [added: sales or,] if we are unable to increase prices, negatively impact our profitability.
In addition, [removed: demand] [added: severe weather conditions and natural disasters may increase the cost of homeowner's insurance or potentially reduce insurance availability which] could [removed: be] negatively [removed: impacted] [added: impact demand] in certain of our markets perceived to be more vulnerable to increased severe weather events and other impacts of climate change.
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
We may also be adversely impacted by governmental policy initiatives which could impact housing demand or construction costs.
In the event that a substantial number of the loans that we have originated fall into
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
We might not be able to continue to compete successfully in our homebuilding or mortgage banking operations.
repurchases or early payment defaults occur.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
199 rewritten, 77 added, 38 removed, 259 unchanged
This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]
[removed: We] [added: Although we are unable to predict the extent to which this will impact our operational and financial performance, we] believe that we are well positioned to take advantage of opportunities that may arise from future economic and homebuilding market volatility due to the strength of our balance sheet and our disciplined lot acquisition strategy.
| *South East:* | | | | | | North Carolina, South Carolina, Georgia, [removed: Florida and] [added: Florida,] Tennessee [added: and Kentucky] | | |
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
As of December 31, [removed: 2023,] [added: 2024,] we controlled approximately [removed: 141,500] [added: 162,400] lots as discussed below.
We controlled approximately [removed: 134,900] [added: 155,000] lots under LPAs with third parties through deposits in cash and letters of credit totaling approximately [removed: $617,000] [added: $764,900] and [removed: $7,700,] [added: $8,700,] respectively.
Included in the number of controlled lots are approximately 10,700 lots for which we have recorded a contract land deposit impairment [removed: reserve] [added: allowance] of approximately [removed: $53,400] [added: $58,600] as of December 31, [removed: 2023.][added: 2024.]
We had an aggregate investment totaling approximately [removed: $29,200] [added: $29,300] in [removed: four] [added: three] JVs, expected to produce approximately [removed: 5,200] [added: 5,150] lots.
Of the lots to be produced by the JVs, approximately [removed: 4,850] [added: 4,800] lots were controlled by us and approximately 350 lots were either under contract with unrelated parties or currently not under contract.
We had additional funding commitments totaling approximately [removed: $11,500] [added: $8,400] to one of the JVs [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]
We owned land with a carrying value of approximately [removed: $36,900] [added: $65,400] that we [removed: intend] [added: expect] to [removed: develop] [added: be developed] into approximately [removed: 1,750] [added: 2,600] finished lots.
In addition to the lots we currently control as discussed above, we have certain properties under contract with land owners that are expected to yield approximately [removed: 22,700] [added: 35,900] lots.
These properties are controlled with cash deposits [removed: and letters of credit] totaling approximately [removed: $13,000 and $100, respectively,] [added: $20,400] as of December 31, [removed: 2023,] [added: 2024,] of which approximately [removed: $3,800] [added: $8,400] is refundable if we do not perform under the contract.
Our consolidated revenues for the year ended December 31, [removed: 2023] [added: 2024] totaled [removed: $9,518,202, a decrease] [added: $10,524,479, an increase] of [removed: 10%] [added: 11%] from [removed: $10,526,434] [added: $9,518,202] in [removed: 2022.][added: 2023.]
Our net income for [removed: 2023] [added: 2024] was [removed: $1,591,611,] [added: $1,681,928,] or [removed: $463.31] [added: $506.69] per diluted share, [removed: decreases] [added: increases] of [removed: 8% and] 6% [added: and 9%] compared to [removed: 2022] [added: 2023] net income and diluted earnings per share, respectively.
Our homebuilding gross profit margin percentage was [removed: 24.3%] [added: 23.7%] in [removed: 2023] [added: 2024] compared to [removed: 25.8%] [added: 24.3%] in [removed: 2022.][added: 2023.]
Settlements for the year ended December 31, [removed: 2023] [added: 2024] totaled [removed: 20,662] [added: 22,836] units, [removed: a decrease] [added: an increase] of [removed: 9%] [added: 11%] from [removed: 2022.][added: 2023.]
New orders, net of cancellations (“New Orders”) during [removed: 2023] [added: 2024] were [removed: 21,729,] [added: 22,560,] an increase of [removed: 13%] [added: 4%] from [removed: 2022] [added: 2023] while our average New Order sales price [removed: decreased 3%] [added: increased 2%] to [removed: $448.4] [added: $457.7] in [removed: 2023.][added: 2024.]
Our backlog of homes sold but not yet settled with the customer as of December 31, [removed: 2023 increased] [added: 2024 decreased] on a unit basis by [removed: 12%] [added: 3%] to [removed: 10,229] [added: 9,953] units and increased on a dollar basis by [removed: 10%] [added: 1%] to [removed: $4,756,926] [added: $4,791,870] when compared to December 31, [removed: 2022.][added: 2023.]
Income before tax from our mortgage banking segment totaled [removed: $132,793] [added: $154,935] in [removed: 2023,] [added: 2024,] an increase of [removed: 9%] [added: 17%] when compared to [removed: $122,150] [added: $132,793] in [removed: 2022.][added: 2023.]
| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Revenues | | | | | | $ | [removed: 9,314,605] [added: 10,292,425] | | | | | $ | [removed: 10,326,770] [added: 9,314,605] | | | | | $ | [removed: 8,701,693] [added: 10,326,770] | |
| Cost of sales | | | | | | $ | [removed: 7,051,198] [added: 7,850,549] | | | | | $ | [removed: 7,662,271] [added: 7,051,198] | | | | | $ | [removed: 6,763,115] [added: 7,662,271] | |
| Gross profit margin percentage | | | | | | [removed: 24.3] [added: 23.7] | | % | | | | [removed: 25.8] [added: 24.3] | | % | | | | [removed: 22.3] [added: 25.8] | | % |
| Selling, general and administrative expenses | | | | | | $ | [removed: 588,962] [added: 598,207] | | | | | $ | [removed: 532,353] [added: 588,962] | | | | | $ | [removed: 474,808] [added: 532,353] | |
| New orders (units) | | | | | | [removed: 21,729] [added: 22,560] | | | | | | [removed: 19,164] [added: 21,729] | | | | | | [removed: 22,721] [added: 19,164] | | |
| Average new order price | | | | | | $ | [removed: 448.4] [added: 457.7] | | | | | $ | [removed: 462.8] [added: 448.4] | | | | | $ | [removed: 436.1] [added: 462.8] | |
| Settlements (units) | | | | | | [removed: 20,662] [added: 22,836] | | | | | | [removed: 22,732] [added: 20,662] | | | | | | [removed: 21,540] [added: 22,732] | | |
| Average settlement price | | | | | | $ | 450.7 | | | | | $ | [removed: 454.3] [added: 450.7] | | | | | $ | [removed: 403.9] [added: 454.3] | |
| Backlog (units) | | | | | | [removed: 10,229] [added: 9,953] | | | | | | [removed: 9,162] [added: 10,229] | | | | | | [removed: 12,730] [added: 9,162] | | |
| Average backlog price | | | | | | $ | [removed: 465.0] [added: 481.4] | | | | | $ | [removed: 472.2] [added: 465.0] | | | | | $ | [removed: 454.2] [added: 472.2] | |
| New order cancellation rate | | | | | | [removed: 12.8] [added: 14.2] | | % | | | | [removed: 14.2] [added: 12.8] | | % | | | | [removed: 9.2] [added: 14.2] | | % |
The [removed: decrease] [added: increase] in the number of units settled was primarily attributable to a [removed: 28% lower] [added: 12% higher] backlog unit balance entering [removed: 2023] [added: 2024] compared to the same period in [removed: 2022, offset partially by] [added: 2023, coupled with] a higher backlog turnover rate.
The gross profit margin percentage in [removed: 2023] [added: 2024] decreased to [removed: 24.3%] [added: 23.7%] from [removed: 25.8%] [added: 24.3%] in [removed: 2022.][added: 2023.]
Gross profit margins were negatively impacted by higher [added: lot] costs [removed: for labor, certain materials, incentives] and closing [removed: costs, offset partially by lower lumber costs.][added: cost assistance.]
[added: Segment] New Orders increased [removed: 13%] [added: 1%] while the average sales price of New Orders [removed: decreased 3%] [added: increased 2%] in [removed: 2023 when] [added: 2024] compared to [removed: 2022.][added: 2023.]
Selling, general and administrative ("SG&A") expenses in [removed: 2023] [added: 2024] increased by approximately [removed: $56,600] [added: $9,200] compared to [removed: 2022,] [added: 2023,] and as a percentage of revenue [removed: increased] [added: decreased] to [removed: 6.3%] [added: 5.8%] in [removed: 2023] [added: 2024] from [removed: 5.2%] [added: 6.3%] in [removed: 2022.][added: 2023.]
The increase in SG&A expense was due primarily to an increase of approximately [removed: $42,400] [added: $21,000] in personnel costs attributable [removed: in part] to [removed: higher earned incentive compensation.][added: an increase in headcount year over year.]
[removed: In addition, SG&A expense was higher due to an increase] [added: These increases were partially offset by a $24,000 decrease] in equity-based compensation [removed: of approximately $13,800] [added: year over year] due [added: primarily] to the [removed: issuance of a four year block grant of] non-qualified stock options to purchase shares of NVR common stock ("Options") and restricted stock units ("RSUs") [removed: in] [added: issued as part of] the [removed: second quarter] [added: 2018 four-year block grant being fully vested as] of [removed: 2022.][added: December 31, 2023.]
Demand for new homes weakened during the fourth quarter of 2024, due to rising mortgage interest rates and continued affordability issues attributable to high mortgage interest rates and home prices.
New home demand continues to be favorably impacted by a limited, but increasing, supply of homes in the resale market; however, we expect that affordability issues, inflationary pressures, interest rate volatility and economic uncertainty may continue to weigh on future demand.
We also expect to continue to face cost pressures related to building materials, labor and land costs which we expect will impact profit margins based on our ability to manage these costs while balancing sales pace and home prices.
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
Homebuilding revenues increased 11% in 2024 compared to 2023, as a result of an 11% increase in the number of units settled.
New Orders and the average sales price of New Orders increased 4% and 2%, respectively, in 2024 when compared to 2023, despite the number of active communities remaining flat year over year.
New Orders were higher year over year due to improved demand in the first three quarters of 2024 compared to the same period in 2023, attributable to a limited supply of homes in the resale market and stabilized mortgage interest rates.
However, demand began to slow in the fourth quarter, primarily in our South East segment as affordability was negatively impacted in part by rising mortgage interest rates and by an increase in the supply of homes in the resale and new home markets within certain markets in our South East segment.
The increase in the average sales price of New Orders is primarily attributable to a relative shift to higher priced markets and communities in certain of our reportable segments as discussed in the respective segments below.
Additionally, sales and marketing expenses were approximately $9,600 higher year over year due to an increase in model home related expenses.
The decrease in backlog units was attributable to a higher backlog turnover rate year over year as the number of units settled exceeded New Orders year over year.
Backlog dollars were higher primarily due to a 4% increase in the average price of units in backlog year over year, primarily attributable to a relative shift to higher priced markets and communities in certain of our reportable segments.
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
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[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |
| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | 2024 | | | | | | 2023 | | |
Segment revenues increased due to a 6% increase in the number of units settled which was primarily attributable to an 11% higher backlog unit balance entering 2024 compared to backlog entering 2023.
Gross profit margins were favorably impacted primarily by the improved leveraging of certain operating costs attributable to the increase in settlement activity, offset partially by higher lot costs and closing cost assistance year over year.
New Orders were slightly higher despite a 12% decrease in the average number of active communities year over year, due to a 14% higher sales absorption rate year over year.
Sales demand remained favorable in certain markets within the segment due to a limited supply of homes in the resale market.
The increase in the average sales price of New Orders was primarily attributable to a relative shift to higher priced communities in certain markets year over year.
Segment revenues were favorably impacted by a 13% increase in the number of units settled and an 8% increase in the average settlement price year over year.
The increase in the average settlement price was primarily attributable to a 9% higher average sales price of units in backlog entering 2024 compared to backlog entering 2023.
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
Despite a 13% decrease in the average number of active communities year over year, New Orders were favorably impacted by a 22% higher sales absorption rate year over year.
Sales demand remained favorable in certain markets within the segment due to a limited supply of homes in the resale market.
The increase in the average sales price of New Orders was primarily attributable to a relative shift to higher priced communities in certain markets year over year.
The increase in settlements resulted from a 7% higher backlog unit balance entering 2024 compared to backlog entering 2023, coupled with a higher backlog turnover rate year over year.
Gross profit margin was favorably impacted by the improved leveraging of certain operating costs as settlement activity increased, offset partially by higher lot costs and closing cost assistance year over year.
Despite an 8% decrease in the average number of active communities year over year, New Orders were favorably impacted by 12% higher absorption rates year over year.
In 2023, housing demand improved as the rapid rise in mortgage interest rates during 2022 began to stabilize and homebuyers adjusted to the higher mortgage interest rate environment.
In addition, new home demand was favorably impacted by a limited supply of inventory in the resale market.
Despite this increased demand, affordability continues to be a challenge as the higher rates coupled with higher home prices led to housing affordability reaching a 35-year low during 2023.
Interest rate volatility and economic uncertainty are expected to continue to impact the housing market in 2024.
As a result, we expect to face continued margin pressure as we adjust our product offering and positioning to meet market demand.
We also expect continued margin pressure from higher building materials, labor and land costs.
The supply chain disruptions experienced in the prior year have mostly subsided, and our construction cycle times have improved.
We had additional funding commitments of approximately $1,600 under a joint development agreement related to one project, a portion of which we expect will be offset by development credits of approximately $900.
Homebuilding revenues decreased 10% in 2023 compared to 2022, as a result of a 9% decrease in the number of units settled and a 1% decrease in the average settlement price.
New Orders were favorably impacted by improved demand in 2023 attributable to a limited supply of homes in the resale market and by a 3% increase in the average number of active communities.
The average sales price of New Orders was negatively impacted by price adjustments to address affordability issues resulting from higher mortgage interest rates and significant home price appreciation over the previous two years.
The increase in both backlog units and dollars was primarily attributable to a 16% increase in New Orders during the six-month period ending December 31, 2023 compared to the same period in 2022.
Backlog dollars were higher primarily due to the increase in backlog units as of December 31, 2023.
Segment revenues decreased due primarily to an 11% decrease in the number of units settled and a 1% decrease in the average settlement price.
New Orders were favorably impacted by higher absorption rates attributable to improved demand as previously discussed in the *"Consolidated Homebuilding"* section above and by a 4% increase in the average number of active communities.
New Orders were impacted by higher absorption rates attributable to improved demand as previously discussed in the *"Consolidated Homebuilding"* section above.
Segment revenues decreased due to a 20% decrease in settlements year over year, offset partially by a 1% increase in the average settlement price.
The decrease in settlements was largely attributable to a 39% lower backlog unit balance entering 2023 compared to the backlog unit balance entering 2022, offset partially by a higher backlog turnover rate.
Gross profit margins were negatively impacted primarily by higher incentives and closing costs, offset partially by lower lumber costs.
New Orders were favorably impacted by higher absorption rates attributable to improved demand as previously discussed in the *"Consolidated Homebuilding"* section above.
The South East segment had an approximate $136,500, or 24%, decrease in segment profit in 2023 compared to 2022.
The decrease in segment profit was primarily driven by a decrease in segment revenues of approximately $67,800, or 3%, coupled with a decrease in gross profit margins.
Segment revenues decreased due to a 4% decrease in the average settlement price, partially offset by a 1% increase in settlements.
The average settlement price was negatively impacted by a 14% decline in the average sales price of New Orders during the first six months of 2023 compared to the same period in 2022.
The segment’s gross profit margin percentage decreased to 25.7% in 2023 from 29.8% in 2022.
Segment New Orders increased 30% while the average sales price of New Orders decreased 8% in 2023 compared to 2022.
In addition, New Orders were impacted favorably by higher absorption rates attributable to improved demand as previously discussed in the *"Consolidated Homebuilding"* section above.
consolidation adjustment when the respective homes are settled.
The consolidation adjustment in 2021 was negatively impacted by a higher number of units under construction as of the end of the year compared to the prior year end, resulting in an increase in the reversal of intercompany profits year over year through the consolidation adjustment.
In 2022, the consolidation adjustment was favorably impacted by a reduction in the number of units and value of the units under construction, resulting in a decrease in intercompany profits deferred.
The consolidation adjustment in 2023 was favorably impacted by a reduction in the value of units under construction, resulting in a decrease in intercompany profits deferred.
This favorable impact was offset partially by the recognition of previously deferred home package costs that included higher priced lumber.
Net interest income increased by approximately $4,800, or 41%, due to higher interest rates in 2023 when compared to 2022.
However, since 2020 our typical seasonal New Order and settlement trends have been affected by the pandemic, supply chain disruptions and the significant fluctuations in mortgage interest rates.
We cannot therefore predict whether period-to-period fluctuations will be consistent with historical patterns.
Net cash provided by operating activities was $1,870,101, due primarily to cash provided by earnings in 2022 and by a decrease in inventory of $159,091 attributable to a decrease in units under construction at December 31, 2022 compared to December 31, 2021.
A primary use of cash was the decrease in customer deposits of $103,659 attributable to the decrease in our ending backlog at December 31, 2023.
In addition, cash was used to redeem the outstanding $600,000 principal amount of 3.95% Senior Notes due September 15, 2022.
An excerpt. Shown here: 40 of 199 rewritten, 40 of 77 added and all 38 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
10 rewritten, 1 added, 1 removed, 30 unchanged
[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] there was no debt outstanding under our credit facility or loan repurchase facility.
The following table represents the contractual balances of our on-balance sheet financial instruments at the expected maturity dates, as well as the fair values of those on-balance sheet financial instruments [removed: at] [added: as of] December 31, [removed: 2023.][added: 2024.]
| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |
| Average interest rate | | | | | | [removed: 6.5] [added: 6.2] | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 6.5] [added: 6.2] | | % | | | | | | |
| Forward trades of mortgage-backed securities (a) | | | | | | $ | [removed: (18,297)] [added: 5,700] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: (18,297)] [added: 5,700] | | | | | $ | [removed: (18,297)] [added: 5,700] | |
| Forward loan commitments (a) | | | | | | $ | [removed: 60,982] [added: 9,196] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 60,982] [added: 9,196] | | | | | $ | [removed: 60,982] [added: 9,196] | |
| Interest-bearing deposits | | | | | | $ | [removed: 3,085,220] [added: 2,529,235] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 3,085,220] [added: 2,529,235] | | | | | $ | [removed: 3,085,220] [added: 2,529,235] | |
| Average interest rate | | | | | | [removed: 5.3] [added: 4.4] | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.3] [added: 4.4] | | % | | | | | | |
| Fixed rate obligations | | | | | | $ | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 900,000 | | | | | $ | 900,000 | | | | | $ | [removed: 803,646] [added: 811,161] | |
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
| Mortgage loans held for sale | | | | | | $ | 352,489 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 352,489 | | | | | $ | 355,209 | |
| Mortgage loans held for sale | | | | | | $ | 216,211 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 216,211 | | | | | $ | 222,560 | |
Item 1. Business.
28 rewritten, 3 added, 3 removed, 98 unchanged
We operate in thirty-six metropolitan areas in [removed: fifteen] [added: sixteen] states, and Washington, D.C. Our homebuilding operations include the construction and sale of single-family detached homes, townhomes and condominium buildings under three trade names: Ryan Homes, NVHomes and Heartland Homes.
Ryan Homes operates in thirty-six metropolitan areas located in Maryland, Virginia, Washington, D.C., Delaware, West Virginia, Pennsylvania, Ohio, New York, New Jersey, Indiana, Illinois, North Carolina, South Carolina, Georgia, [removed: Florida] [added: Florida, Tennessee] and [removed: Tennessee.][added: Kentucky.]
[removed: In addition to building and selling homes, we] [added: We] provide a number of [removed: mortgage-related] [added: mortgage and title-related] services through our mortgage banking operations.
Through operations in each of our homebuilding markets, NVRM originates mortgage loans [removed: almost] exclusively for our homebuyers.
NVRM sells [removed: almost all of] the mortgage loans it closes into the secondary markets [added: primarily] on a servicing released basis.
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
We offer single-family detached homes, townhomes and [removed: condominium buildings] [added: condominiums] with many different home designs.
Our homes combine traditional, transitional, cottage or urban exterior designs with contemporary interior designs and amenities, generally include two to four bedrooms and range from approximately 1,000 to [removed: 10,000] [added: 9,000] finished square feet.
During [removed: 2023,] [added: 2024,] the prices at which we settled homes ranged from approximately $190,000 to [removed: $2.6 million and averaged $450,700.][added: $2.3 million.]
| *South East:* | | | | | | North Carolina, South Carolina, Tennessee, [removed: Florida and] [added: Florida,] Georgia [added: and Kentucky] | | |
Backlog, which represents homes sold but not yet settled with the customer, totaled [removed: 10,229] [added: 9,953] units and approximately $4.8 billion [removed: at] [added: as of] December 31, [removed: 2023] [added: 2024] compared to [removed: 9,162] [added: 10,229] units and approximately [removed: $4.3] [added: $4.8] billion [removed: at] [added: as of] December 31, [removed: 2022.][added: 2023.]
The average price of homes in backlog [removed: decreased] [added: increased] to [removed: $465,000 at] [added: $481,400 as of] December 31, [removed: 2023] [added: 2024] from [removed: $472,200 at] [added: $465,000 as of] December 31, [removed: 2022.][added: 2023.]
Expressed as the total of all cancellations during the period as a percentage of gross sales during the period, our cancellation rate was approximately [removed: 13%, 14%] [added: 14%, 13%] and [removed: 9%] [added: 14%] in [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.
During the four quarters of each of [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] approximately [removed: 4%] [added: 5%] in [removed: 2023,] [added: 2024,] 4% in [removed: 2022] [added: 2023] and [removed: 3%] [added: 4%] in [removed: 2021] [added: 2022] of a reporting quarter’s opening backlog cancelled during the quarter.
Other than those units that are cancelled, we expect to settle substantially all of our December 31, [removed: 2023] [added: 2024] backlog during [removed: 2024.][added: 2025.]
[removed: We] [added: Additionally, we] are dependent upon building material suppliers for a continuous flow of raw materials.
In the past, such raw materials have been generally available to us in adequate [removed: supply.][added: supply, however, increased construction activity and demand for building materials could lead to supply chain disruptions.]
Our mortgage banking operations also include separate subsidiaries that broker title insurance and perform title searches [removed: in connection with mortgage loan closings] for which they receive commissions and fees.
Because NVRM originates mortgage loans [removed: almost] exclusively for our homebuilding customers, NVRM is dependent on our homebuilding segment.
In [removed: 2023,] [added: 2024,] NVRM closed approximately [removed: 15,900] [added: 17,300] loans with an aggregate principal amount of approximately [removed: $5.7] [added: $6.3] billion as compared to approximately [removed: 17,000] [added: 15,900] loans with an aggregate principal amount of approximately [removed: $6.3] [added: $5.7] billion in [removed: 2022.][added: 2023.]
NVRM’s mortgage loans in process that had not closed had an aggregate principal balance of approximately $2.9 billion as of [added: both] December 31, [removed: 2023 compared to approximately $2.5 billion as of] [added: 2024 and] December 31, [removed: 2022.][added: 2023.]
NVRM sells [removed: almost all of] the mortgage loans it closes to investors in the secondary markets [added: primarily] on a servicing released basis, typically within 30 days from the loan closing.
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 6,300] [added: 7,000] full time employees, of whom approximately [removed: 5,300] [added: 5,930] worked in our homebuilding operations, and approximately [removed: 1,000] [added: 1,070] worked in our mortgage banking operations, compared to December 31, [removed: 2022,] [added: 2023,] when we had approximately [removed: 6,550] [added: 6,300] full time employees, of whom approximately [removed: 5,500] [added: 5,300] worked in our homebuilding operations, and approximately [removed: 1,050] [added: 1,000] worked in our mortgage banking operations.
Our compensation philosophy has been consistent for [removed: over 25] [added: 30] years and is designed to motivate and retain highly qualified and experienced employees.
These filings are available to the public [removed: over the internet] at the SEC’s website at *www.sec.gov.*
Our principal [removed: internet] website can be found at *www.nvrinc.com.* We make available free of charge on or through our website, access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC.
Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” [added: "could,"] or “anticipates” or the negative thereof or other comparable terminology.
Such risk factors include, but are not limited to the following: general economic and business conditions (on both a national and regional level); interest rate changes; access to suitable financing by us and our customers; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell loans it originates into the secondary market; competition; the availability and cost of land and other raw materials used by us in our homebuilding operations; shortages of labor; the economic impact of a major epidemic or pandemic; weather related slow-downs; building moratoriums; governmental regulation; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which we have little or no [removed: control.][added: control as well as risks and uncertainties identified under Item 1A "Risk Factors" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations.]
The average price of homes settled was $450,700 in both 2024 and 2023.
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
During 2022, our average price of homes settled was $454,300.
However, increased construction activity and demand for building materials, coupled with the ongoing effects of the COVID-19 pandemic, led to supply chain disruptions and longer construction cycle times during 2021 and 2022.
During 2023, we began to see improvements in our supply chains and in turn improvement in our construction cycle times.
Cover and table of contents
27 rewritten, 2 added, 0 removed, 72 unchanged
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, [removed: 2023,] [added: 2024,] the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately [removed: $19,859,813,000.][added: $22,402,443,000.]
As of February [removed: 12, 2024] [added: 10, 2025] there were [removed: 3,186,147] [added: 2,990,451] total shares of common stock outstanding.
Portions of the Proxy Statement of NVR, Inc. to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to April 30, [removed: 2024] [added: 2025] are incorporated by reference into Part III of this report.
| Item 1. | | | [removed: [Business](#i0f2ea6ce499f4f1db8265831ae8237ff_13)] [added: [Business](#iff8104af41734575839e372ecd73d852_13)] | | | [removed: [1](#i0f2ea6ce499f4f1db8265831ae8237ff_13)] [added: [1](#iff8104af41734575839e372ecd73d852_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i0f2ea6ce499f4f1db8265831ae8237ff_16)] [added: Factors](#iff8104af41734575839e372ecd73d852_16)] | | | [removed: [4](#i0f2ea6ce499f4f1db8265831ae8237ff_16)] [added: [4](#iff8104af41734575839e372ecd73d852_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i0f2ea6ce499f4f1db8265831ae8237ff_19)] [added: Comments](#iff8104af41734575839e372ecd73d852_19)] | | | [removed: [9](#i0f2ea6ce499f4f1db8265831ae8237ff_19)] [added: [9](#iff8104af41734575839e372ecd73d852_19)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#i0f2ea6ce499f4f1db8265831ae8237ff_1600)] [added: [Cybersecurity](#iff8104af41734575839e372ecd73d852_22)] | | | [removed: [9](#i0f2ea6ce499f4f1db8265831ae8237ff_1600)] [added: [9](#iff8104af41734575839e372ecd73d852_22)] | | |
| Item 2. | | | [removed: [Properties](#i0f2ea6ce499f4f1db8265831ae8237ff_22)] [added: [Properties](#iff8104af41734575839e372ecd73d852_25)] | | | [removed: [10](#i0f2ea6ce499f4f1db8265831ae8237ff_22)] [added: [10](#iff8104af41734575839e372ecd73d852_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i0f2ea6ce499f4f1db8265831ae8237ff_25)] [added: Proceedings](#iff8104af41734575839e372ecd73d852_28)] | | | [removed: [10](#i0f2ea6ce499f4f1db8265831ae8237ff_25)] [added: [10](#iff8104af41734575839e372ecd73d852_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i0f2ea6ce499f4f1db8265831ae8237ff_28)] [added: Disclosures](#iff8104af41734575839e372ecd73d852_31)] | | | [removed: [10](#i0f2ea6ce499f4f1db8265831ae8237ff_28)] [added: [10](#iff8104af41734575839e372ecd73d852_31)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0f2ea6ce499f4f1db8265831ae8237ff_34)] [added: Securities](#iff8104af41734575839e372ecd73d852_37)] | | | [removed: [11](#i0f2ea6ce499f4f1db8265831ae8237ff_34)] [added: [11](#iff8104af41734575839e372ecd73d852_37)] | | |
| Item 6. | | | [removed: [Reserved](#i0f2ea6ce499f4f1db8265831ae8237ff_37)] [added: [Reserved](#iff8104af41734575839e372ecd73d852_40)] | | | [removed: [12](#i0f2ea6ce499f4f1db8265831ae8237ff_37)] [added: [12](#iff8104af41734575839e372ecd73d852_40)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0f2ea6ce499f4f1db8265831ae8237ff_40)] [added: Operations](#iff8104af41734575839e372ecd73d852_43)] | | | [removed: [13](#i0f2ea6ce499f4f1db8265831ae8237ff_40)] [added: [13](#iff8104af41734575839e372ecd73d852_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i0f2ea6ce499f4f1db8265831ae8237ff_64)] [added: Risk](#iff8104af41734575839e372ecd73d852_67)] | | | [removed: [26](#i0f2ea6ce499f4f1db8265831ae8237ff_64)] [added: [26](#iff8104af41734575839e372ecd73d852_67)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i0f2ea6ce499f4f1db8265831ae8237ff_67)] [added: Data](#iff8104af41734575839e372ecd73d852_70)] | | | [removed: [27](#i0f2ea6ce499f4f1db8265831ae8237ff_67)] [added: [27](#iff8104af41734575839e372ecd73d852_70)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0f2ea6ce499f4f1db8265831ae8237ff_70)] [added: Disclosure](#iff8104af41734575839e372ecd73d852_73)] | | | [removed: [27](#i0f2ea6ce499f4f1db8265831ae8237ff_70)] [added: [27](#iff8104af41734575839e372ecd73d852_73)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i0f2ea6ce499f4f1db8265831ae8237ff_73)] [added: Procedures](#iff8104af41734575839e372ecd73d852_76)] | | | [removed: [27](#i0f2ea6ce499f4f1db8265831ae8237ff_73)] [added: [27](#iff8104af41734575839e372ecd73d852_76)] | | |
| Item 9B. | | | [Other [removed: Information](#i0f2ea6ce499f4f1db8265831ae8237ff_76)] [added: Information](#iff8104af41734575839e372ecd73d852_79)] | | | [removed: [27](#i0f2ea6ce499f4f1db8265831ae8237ff_76)] [added: [27](#iff8104af41734575839e372ecd73d852_79)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0f2ea6ce499f4f1db8265831ae8237ff_79)] [added: Inspections](#iff8104af41734575839e372ecd73d852_82)] | | | [removed: [27](#i0f2ea6ce499f4f1db8265831ae8237ff_76)] [added: [27](#iff8104af41734575839e372ecd73d852_79)] | | |
| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i0f2ea6ce499f4f1db8265831ae8237ff_85)] [added: Governance](#iff8104af41734575839e372ecd73d852_88)] | | | [removed: [28](#i0f2ea6ce499f4f1db8265831ae8237ff_85)] [added: [28](#iff8104af41734575839e372ecd73d852_88)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i0f2ea6ce499f4f1db8265831ae8237ff_88)] [added: Compensation](#iff8104af41734575839e372ecd73d852_91)] | | | [removed: [28](#i0f2ea6ce499f4f1db8265831ae8237ff_88)] [added: [28](#iff8104af41734575839e372ecd73d852_91)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0f2ea6ce499f4f1db8265831ae8237ff_91)] [added: Matters](#iff8104af41734575839e372ecd73d852_94)] | | | [removed: [28](#i0f2ea6ce499f4f1db8265831ae8237ff_91)] [added: [28](#iff8104af41734575839e372ecd73d852_94)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0f2ea6ce499f4f1db8265831ae8237ff_94)] [added: Independence](#iff8104af41734575839e372ecd73d852_97)] | | | [removed: [28](#i0f2ea6ce499f4f1db8265831ae8237ff_94)] [added: [29](#iff8104af41734575839e372ecd73d852_97)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i0f2ea6ce499f4f1db8265831ae8237ff_97)] [added: Services](#iff8104af41734575839e372ecd73d852_100)] | | | [removed: [29](#i0f2ea6ce499f4f1db8265831ae8237ff_97)] [added: [29](#iff8104af41734575839e372ecd73d852_100)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i0f2ea6ce499f4f1db8265831ae8237ff_103)] [added: Schedules](#iff8104af41734575839e372ecd73d852_106)] | | | [removed: [30](#i0f2ea6ce499f4f1db8265831ae8237ff_103)] [added: [30](#iff8104af41734575839e372ecd73d852_106)] | | |
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
Item 1C. Cybersecurity.
4 rewritten, 0 added, 0 removed, 20 unchanged
Our CIO has over 35 years of experience and in his [removed: 19] [added: 20] years at NVR has been responsible for the implementation and modernization of many of our key technologies across the enterprise.
Our CISO has over 25 years of experience in information technology architecture, including over [removed: 17] [added: 18] years with NVR in progressively more senior information security roles.
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
In [removed: 2023,] [added: 2024,] our CIO and CISO presented updates on our cybersecurity initiatives quarterly; twice to our Audit Committee and twice to our full Board.
Item 2. Properties.
5 rewritten, 3 added, 1 removed, 8 unchanged
In connection with the operation of the homebuilding business, we lease production facilities in the following [removed: seven] [added: nine] locations: Thurmont, Maryland; Burlington County, New Jersey; Farmington, New York; Kings Mountain, North Carolina; Darlington, Pennsylvania; Portland, Tennessee; [removed: and] Richmond, [removed: Virginia.][added: Virginia; Fayetteville, North Carolina and Lavonia, Georgia.]
These facilities range in size from approximately 40,000 square feet to 400,000 square feet and total approximately [removed: one] [added: 1.5] million square feet.
The [removed: Fayetteville] [added: Haines City] facility will be approximately [removed: 145,000] [added: 174,000] square feet with a lease term of [removed: 10] [added: 15] years from the commencement [removed: date, which is expected to be in the first quarter of 2024,] [added: date] and contains an option for [removed: three five year] [added: five, five-year] extensions.
The Lavonia facility [removed: will be] [added: is] approximately 170,000 square feet with a lease term of 15 [removed: years from the commencement date which is expected to be later in 2024,] [added: years,] and contains an option for [removed: four five year] [added: four, five-year] extensions.
Our plant utilization was [removed: 56%] [added: 49%] and [removed: 58%] [added: 56%] of total capacity in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
The leases on the production facilities in Fayetteville, North Carolina and Lavonia, Georgia commenced in 2024.
The Fayetteville facility is approximately 145,000 square feet with a lease term of 10 years, contains an option for three, five-year extensions.
In 2024 we entered into an agreement to lease a new facility in Haines City, FL which is expected to commence at the end of 2025.
We have entered into lease agreements for new production facilities in Fayetteville, North Carolina and Lavonia, Georgia.
Item 4. Mine Safety Disclosures.
1 rewritten, 0 added, 0 removed, 2 unchanged
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
8 rewritten, 8 added, 12 removed, 11 unchanged
Our shares of common stock are listed and principally traded on the New York Stock Exchange under the trading symbol “NVR.” As of the close of business on February [removed: 12, 2024,] [added: 10, 2025,] there were [removed: 158] [added: 151] shareholders of record of our common stock.
On [removed: November 9, 2023,] [added: May 7, 2024 and December 11, 2024,] we publicly announced that our Board of Directors had approved [removed: a] new repurchase [removed: authorization] [added: authorizations] in the amount of up to $750 [removed: million.][added: million per authorization.]
Repurchase activity is [removed: conducted pursuant to publicly announced Board authorizations, and is] typically executed in accordance with the safe-harbor provisions of Rule 10b-18 and Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
The following table provides information regarding common stock repurchases during the quarter ended December 31, [removed: 2023:][added: 2024:]
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
The following graph compares the cumulative total return to holders of our common stock since December 31, [removed: 2018] [added: 2019] with the Dow Jones US Home Construction Index and the S&P 500 Index for that same period, assuming that $100 was invested in NVR stock and the indices on December 31, [removed: 2018.][added: 2019.]
[removed: ][added: ]
| Comparison of 5 Year Cumulative Total Return | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |
During the quarter ended December 31, 2024, we had two share repurchase authorizations outstanding.
| October 1 - 31, 2024 | | | | | | 3,275 | | | | | | $ | 9,471.88 | | | | | 3,275 | | | | | | $ | 651,486 | |
| November 1 - 30, 2024 | | | | | | 18,731 | | | | | | $ | 9,067.83 | | | | | 18,731 | | | | | | $ | 481,637 | |
| December 1 - 31, 2024 | | | | | | 42,210 | | | | | | $ | 8,610.39 | | | | | 42,210 | | | | | | $ | 868,192 | |
| Total | | | | | | 64,216 | | | | | | $ | 8,787.75 | | | | | 64,216 | | | | | | | | |
| NVR, Inc. | | | | | | $ | 100 | | | | | $ | 107 | | | | | $ | 155 | | | | | $ | 121 | | | | | $ | 184 | | | | | $ | 215 | |
| S&P 500 | | | | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 158 | | | | | $ | 197 | |
| Dow Jones US Home Construction | | | | | | $ | 100 | | | | | $ | 124 | | | | | $ | 188 | | | | | $ | 147 | | | | | $ | 264 | | | | | $ | 264 | |
During the quarter ended December 31, 2023, we fully utilized the remaining amount available under a $500 million share repurchase authorization that was publicly announced on August 2, 2023.
| October 1 - 31, 2023 | | | | | | 32,486 | | | | | | $ | 5,984.32 | | | | | 32,486 | | | | | | $ | 17,891 | |
| November 1 - 30, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 767,891 | |
| December 1 - 31, 2023 (1) | | | | | | 14,262 | | | | | | $ | 6,452.19 | | | | | 14,262 | | | | | | $ | 675,870 | |
| Total | | | | | | 46,748 | | | | | | $ | 6,127.06 | | | | | 46,748 | | | | | | | | |
(1) Of the shares repurchased in December 2023, 2,823 shares were repurchased under the August 2, 2023 authorization, which fully utilized the August 2023 authorization.
The remaining 11,439 shares were repurchased under the November 9, 2023 share repurchase authorization.
On February 14, 2024, the Board of Directors approved an additional repurchase authorization of up to an aggregate of $750 million with terms and conditions consistent with our prior authorizations.
The repurchase authorization does not have an expiration date.
| NVR, Inc. | | | | | | $ | 100 | | | | | $ | 156 | | | | | $ | 167 | | | | | $ | 242 | | | | | $ | 189 | | | | | $ | 287 | |
| S&P 500 | | | | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |
| Dow Jones US Home Construction | | | | | | $ | 100 | | | | | $ | 148 | | | | | $ | 183 | | | | | $ | 278 | | | | | $ | 217 | | | | | $ | 391 | |
Item 6. Reserved.
1 rewritten, 0 added, 0 removed, 0 unchanged
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
Item 9A. Controls and Procedures.
3 rewritten, 0 added, 0 removed, 6 unchanged
Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of December 31, [removed: 2023] [added: 2024] were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act, [added: is] processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on our evaluation under the framework in *Internal Control – Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
Our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.
Item 9B. Other Information.
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 rewritten, 0 added, 0 removed, 2 unchanged
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
Item 10. Directors, Executive Officers, and Corporate Governance.
6 rewritten, 0 added, 0 removed, 4 unchanged
| Paul C. Saville | | | | | | [removed: 68] [added: 69] | | | | | | Executive Chairman of the Board | | |
| Eugene J. Bredow | | | | | | [removed: 54] [added: 55] | | | | | | President and Chief Executive Officer | | |
| Daniel D. Malzahn | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President, Chief Financial Officer and Treasurer | | |
| Matthew B. Kelpy | | | | | | [removed: 50] [added: 51] | | | | | | Vice President and Chief Accounting Officer | | |
The remaining information required by this item will be included under the captions "Proposal No.1 - Election of Directors", "Executive Summary" within "Compensation Discussion and Analysis" and "Corporate Governance Principles and Board Matters" in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders [removed: ("2024] [added: ("2025] Proxy Statement") and is incorporated herein by reference.
Our [removed: 2024] [added: 2025] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2024.][added: 2025.]
Item 11. Executive Compensation.
2 rewritten, 1 added, 0 removed, 0 unchanged
The information required by this item will be included under the caption "Compensation Discussion and Analysis" in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
Our [removed: 2024] [added: 2025] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2024.][added: 2025.]
In addition, the information from a portion of the 2025 Proxy Statement under "Report of the Compensation Committee" is incorporated herein by reference and furnished in this Form 10-K and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
7 rewritten, 2 added, 1 removed, 6 unchanged
The following table summarizes our equity compensation plans as of December 31, [removed: 2023:][added: 2024:]
| Equity compensation plans approved by security holders (1) | | | | | | [removed: 460,072] [added: 388,729] | | | | | | $ | [removed: 3,345.26] [added: 3,589.06] | | | | | [removed: 92,100] [added: 89,724] | | |
[removed: At] [added: As of] December 31, [removed: 2023,] [added: 2024,] there were [removed: 27,482] [added: 23,047] RSUs outstanding.
Of the shares remaining available for future issuance under the shareholder approved plans, up to a total of [removed: 17,808] [added: 16,782] may be issued as RSUs.
The weighted-average exercise price of outstanding options under security holder approved plans was [removed: $3,557.78.][added: $3,815.26.]
The remaining information required by this item will be included under the caption "Security Ownership of Certain Beneficial Owners and Management" in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
Our [removed: 2024] [added: 2025] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2024.][added: 2025.]
| Total | | | | | | 388,729 | | | | | | $ | 3,589.06 | | | | | 89,724 | | |
[Table of Contents](#iff8104af41734575839e372ecd73d852_7)
| Total | | | | | | 460,072 | | | | | | $ | 3,345.26 | | | | | 92,100 | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
2 rewritten, 0 added, 1 removed, 0 unchanged
The information required by this item will be included under the caption "Corporate Governance Principles and Board Matters" in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
Our [removed: 2024] [added: 2025] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2024.][added: 2025.]
[Table of Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)
Item 14. Principal Accountant Fees and Services.
3 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item will be included under the caption "Proposal No. 2 - Ratification of Appointment of Independent Auditor" in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.
Our [removed: 2024] [added: 2025] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2024.][added: 2025.]
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
Item 15. Exhibits and Financial Statement Schedules.
420 rewritten, 132 added, 78 removed, 706 unchanged
| 3.1 | | | | | | [Restated Articles of Incorporation of NVR, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/906163/000095012311018386/w79861exv3w1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/906163/000095012311018386/w79861exv3w1.htm)] | | | | | | 10-K | | | | | | | | | | | | 3.1 | | | | | | 2/25/2011 | | |
| 3.2 | | | | | | [Bylaws, as amended, of NVR, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/906163/000119312516508404/d161848dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000142/nvrbylaws_december2024.htm)] | | | | | | 8-K | | | | | | | | | | | | 3.1 | | | | | | [removed: 3/17/2016] [added: 12/12/2024] | | |
| 4.1 | | | | | | [Indenture dated as of April 14, 1998 between NVR, Inc., as issuer and the Bank of New York as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/906163/0000928385-98-000803.txt)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/906163/0000928385-98-000803.txt)] | | | | | | 8-K | | | | | | | | | | | | 4.3 | | | | | | 4/23/1998 | | |
| 4.2 | | | | | | [Form of Note (included in [removed: Indenture).](http://www.sec.gov/Archives/edgar/data/906163/0000928385-98-000803.txt)] [added: Indenture).](https://www.sec.gov/Archives/edgar/data/906163/0000928385-98-000803.txt)] | | | | | | 8-K | | | | | | | | | | | | 4.5 | | | | | | 4/23/1998 | | |
| 4.3 | | | | | | [Fifth Supplemental Indenture dated September 10, 2012 among NVR, Inc. and U.S. Bank Trust National [removed: Association.](http://www.sec.gov/Archives/edgar/data/906163/000119312512386359/d408355dex41.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/906163/000119312512386359/d408355dex41.htm)] | | | | | | 8-K | | | | | | | | | | | | 4.1 | | | | | | 9/10/2012 | | |
| 4.4 | | | | | | [Sixth Supplemental Indenture dated as of May 4, 2020 among NVR, Inc. and U.S. Bank Trust National [removed: Association.](http://www.sec.gov/Archives/edgar/data/906163/000119312520132497/d907303dex41.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/906163/000119312520132497/d907303dex41.htm)] | | | | | | 8-K | | | | | | | | | | | | 4.1 | | | | | | 5/4/2020 | | |
| 4.7 | | | | | | [Form of Global [removed: Note.](http://www.sec.gov/Archives/edgar/data/906163/000119312512386359/d408355dex42.htm)] [added: Note.](https://www.sec.gov/Archives/edgar/data/906163/000119312512386359/d408355dex42.htm)] | | | | | | 8-K | | | | | | | | | | | | 4.2 | | | | | | 9/10/2012 | | |
| 10.1* | | | | | | [Amended and Restated Employment Agreement between NVR, Inc. and Paul C. Saville dated November 4, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex101_323.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex101_323.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.1 | | | | | | 11/6/2015 | | |
| 10.2* | | | | | | [Amended and Restated Employment Agreement between NVR, Inc. and Daniel D. Malzahn dated November 4, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex102_324.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex102_324.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.2 | | | | | | 11/6/2015 | | |
| 10.3* | | | | | | [Amended and Restated Employment Agreement between NVR, Inc. and Eugene J. Bredow dated November 4, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex104_326.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex104_326.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.4 | | | | | | 11/6/2015 | | |
| 10.4* | | | | | | [Amendment No. 1 to Employment Agreement between NVR, Inc. and Eugene J. Bredow dated March 1, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000026/exhibit10_1.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000026/exhibit10_1.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.1 | | | | | | 5/1/2018 | | |
| 10.5* | | | | | | [Amendment No. 2 to Employment Agreement between NVR, Inc. and Eugene J. Bredow dated April 1, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/906163/000090616319000070/exhibit10_2.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/906163/000090616319000070/exhibit10_2.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.2 | | | | | | 5/1/2019 | | |
[Table of [removed: Contents](#i0f2ea6ce499f4f1db8265831ae8237ff_7)][added: Contents](#iff8104af41734575839e372ecd73d852_7)]
| 10.12* | | | | | | [Profit Sharing Plan of NVR, Inc. and Affiliated [removed: Companies.](http://www.sec.gov/Archives/edgar/data/906163/0000928385-97-001029.txt)] [added: Companies.](https://www.sec.gov/Archives/edgar/data/906163/0000928385-97-001029.txt)] | | | | | | S-8 | | | | | | 333-29241 | | | | | | 4.1 | | | | | | 6/13/1997 | | |
| 10.14* | | | | | | [Amended and Restated NVR, Inc. Nonqualified Deferred Compensation [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex105_283.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000156459015009895/nvr-ex105_283.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.5 | | | | | | 11/6/2015 | | |
| 10.15* | | | | | | [First Amendment to NVR, Inc. Nonqualified Deferred Compensation [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000156459017001623/nvr-ex1036_559.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000156459017001623/nvr-ex1036_559.htm)] | | | | | | 10-K | | | | | | | | | | | | 10.36 | | | | | | 2/15/2017 | | |
| 10.16* | | | | | | [Description of the Board of Directors’ compensation [removed: arrangement.](http://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex_1015.htm)] [added: arrangement.](https://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex_1015.htm)] | | | | | | 10-K | | | | | | | | | | | | 10.15 | | | | | | 2/13/2019 | | |
| 10.17* | | | | | | [NVR, Inc. 2018 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/906163/000119312518149765/d578284ds8.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/906163/000119312518149765/d578284dex101.htm)] | | | | | | S-8 | | | | | | 333-224629 | | | | | | 10.1 | | | | | | 5/3/2018 | | |
| 10.18* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Management time-based grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_1.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_1.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.1 | | | | | | 5/14/2018 | | |
| 10.19* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Director time-based grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_2.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_2.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.2 | | | | | | 5/14/2018 | | |
| 10.20* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Management performance-based grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_3.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_3.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.3 | | | | | | 5/14/2018 | | |
| 10.21* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Director performance-based grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_4.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_4.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.4 | | | | | | 5/14/2018 | | |
| 10.22* | | | | | | [The Form of Restricted Share Units Agreement (Management grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_5.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_5.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.5 | | | | | | 5/14/2018 | | |
| 10.23* | | | | | | [The Form of Restricted Share Units Agreement (Director grants) under the NVR, Inc. 2018 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_6.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616318000065/exhibit10_6.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.6 | | | | | | 5/14/2018 | | |
| 10.24* | | | | | | [NVR, Inc. 2014 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000119312514186839/d722339dex101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000119312514186839/d722339dex101.htm)] | | | | | | S-8 | | | | | | 333-195756 | | | | | | 10.1 | | | | | | 5/7/2014 | | |
| 10.26* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Director time-based grants) under the NVR, Inc. 2014 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000119312514187250/d722365dex101.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000119312514187250/d722365dex102.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.2 | | | | | | 5/7/2014 | | |
| 10.28* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Director performance-based grants) under the NVR, Inc. 2014 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000119312514187250/d722365dex104.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000119312514187250/d722365dex104.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.4 | | | | | | 5/7/2014 | | |
| 10.29* | | | | | | [NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000095012310043500/w78342exv10w1.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000095012310043500/w78342exv10w1.htm)] | | | | | | S-8 | | | | | | 333-166512 | | | | | | 10.1 | | | | | | 5/4/2010 | | |
| 10.30* | | | | | | [The Amended Form of Non-Qualified Stock Option Agreement (Management grants) under the NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex1029.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex1029.htm)] | | | | | | 10-K | | | | | | | | | | | | 10.29 | | | | | | 2/13/2019 | | |
| 10.31* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Management performance-based grants) under the NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex1030.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000090616319000029/ex1030.htm)] | | | | | | 10-K | | | | | | | | | | | | 10.30 | | | | | | 2/13/2019 | | |
| 10.32* | | | | | | [The Form of Non-Qualified Stock Option Agreement (Director grants) under the NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000095012310045375/w78392exv10w2.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000095012310045375/w78392exv10w2.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.2 | | | | | | 5/6/2010 | | |
| 10.33* | | | | | | [The Form of Restricted Share Units Agreement (Management grants) under the NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000119312513310039/d540338dex102.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000119312513310039/d540338dex102.htm)] | | | | | | 10-Q | | | | | | | | | | | | 10.2 | | | | | | 7/30/2013 | | |
| 10.34* | | | | | | [The Form of Restricted Share Units Agreement (Director grants) under the NVR, Inc. 2010 Equity Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/906163/000095012310045375/w78392exv10w4.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/906163/000095012310045375/w78392exv10w4.htm)] | | | | | | 8-K | | | | | | | | | | | | 10.4 | | | | | | 5/6/2010 | | |
| 10.36 | | | | | | [First Amendment to Second Amended and Restated Master Repurchase Agreement dated July 19, 2023 between NVR Mortgage Finance, Inc. and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/906163/000090616323000108/exhibit101.htm) | | | | | | 10-Q | | | | | | | | | | | | [removed: 10.10] [added: 10.1] | | | | | | 8/2/2023 | | |
| [removed: 10.37] [added: 10.38] | | | | | | [Amended and Restated Credit Agreement dated February 12, 2021 among NVR, Inc. and the lenders party hereto, Bank of America, N.A., as Administrative Agent and BofA Securities, Inc. as Sole Lead Arranger and Sole Book Runner.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex1048.htm) | | | | | | 10-K | | | | | | | | | | | | 10.48 | | | | | | 2/12/2021 | | |
| [removed: 10.38] [added: 10.39] | | | | | | [First Amendment to Amended and Restated Credit Agreement dated December 9, 2022 by and among NVR, Inc. and Bank of America, N.A., as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/906163/000090616323000023/firstamendmenttoarcredit.htm) | | | | | | 10-K | | | | | | | | | | | | 10.37 | | | | | | 2/16/2022 | | |
| [removed: 10.39*] [added: 10.40*] | | | | | | [Summary of [removed: 202](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex1039.htm)[4](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex1039.htm) [Executive] [added: 2025 Executive] Officer Incentive Compensation [removed: plan.] [added: Plan.] Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex1039.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616325000011/a2024ex1040.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 21 | | | | | | [NVR, Inc. Subsidiaries. Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616325000011/a2024ex21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23 | | | | | | [Consent of KPMG LLP (Independent Registered Public Accounting Firm). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616325000011/a2024ex23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.1 | | | | | | [Certification of NVR’s Chief Executive Officer pursuant to Rule 13a-14(a). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000033/a2023ex311.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616325000011/a2024ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 10.37 | | | | | | [Second Amendment to the Second Amended and Restated Master Repurchase Agreement dated July 16, 2024 between NVR Mortgage Finance, Inc. and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/906163/000090616324000109/exhibit101q22024.htm) | | | | | | 10-Q | | | | | | | | | | | | 10.1 | | | | | | 8/6/2024 | | |
| 19 | | | | | | [Insider Trading Compliance Policy. Filed herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616325000011/a2024ex19.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |
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February 12, 2025
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February 12, 2025
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| | | | 2,058,707 | | | | | | 1,950,150 | | |
| | | | 5,888,232 | | | | | | 6,142,087 | | |
| | | | 492,756 | | | | | | 459,670 | | |
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| | | | December 31, 2024 | | | | | | December 31, 2023 | | |
| | | | 2,092,055 | | | | | | 2,084,046 | | |
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| Net income | | | — | | | | | | — | | | | | | 1,681,928 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,681,928 | | |
| Balance, December 31, 2024 | | | $ | 206 | | | | | $ | 3,031,637 | | | | | $ | 15,046,953 | | | | | $ | (13,868,724) | | | | | $ | (16,710) | | | | | $ | 16,710 | | | | | $ | 4,210,072 | |
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| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
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In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.
Recently Adopted Accounting Pronouncements
Public entities are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.
The Company adopted ASU 2023-07 during the year ended December 31, 2024.
See Note 2 in the accompanying notes to the consolidated financial statements for further detail.
The Company's Chief Operating Decision Maker ("CODM"), identified as the Chief Executive Officer, utilizes segment profit to evaluate the performance of the Company's homebuilding and mortgage banking operating segments against the annual plan to make resource allocation decisions.
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| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Segment cost of sales: | | | | | | | | | | | | | | | | | | | | |
| Homebuilding Mid Atlantic | | | | | | $ | (3,318,299) | | | | | $ | (3,165,964) | | | | | $ | (3,485,731) | |
February 14, 2024
| | | | 1,950,150 | | | | | | 1,788,275 | | |
| | | | 6,142,087 | | | | | | 5,247,170 | | |
| | | | 459,670 | | | | | | 413,803 | | |
| | | | 2,084,046 | | | | | | 2,075,760 | | |
| Balance, December 31, 2020 | | | $ | 206 | | | | | $ | 2,214,426 | | | | | $ | 8,811,120 | | | | | $ | (7,922,678) | | | | | $ | (16,710) | | | | | $ | 16,710 | | | | | $ | 3,103,074 | |
| Net income | | | — | | | | | | — | | | | | | 1,236,719 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,236,719 | | |
The amendments also expand interim segment disclosure requirements.
The ASU will be effective for our fiscal year ending December 31, 2024 and for interim periods starting in the first quarter of fiscal year 2025.
The amendments in this ASU are required to be applied on a retrospective basis and early adoption is permitted.
allocated to our operating segments.
| Profit before taxes: | | | | | | | | | | | | | | | | | | | | |
(2)The increase in equity-based compensation expense in both 2023 and 2022 was primarily attributable to a four year block grant of Options and RSUs in May 2022.
| Total corporate capital allocation charge | | | | | | $ | 288,805 | | | | | $ | 302,904 | | | | | $ | 252,787 | |
The consolidation adjustment in 2021 was negatively impacted by a higher number of units under construction as of the end of the year compared to the prior year end, resulting in an increase in the reversal of intercompany profits year over year through the consolidation adjustment.
In 2022, the consolidation adjustment was favorably impacted by a reduction in the number of units and value of the units under construction, resulting in a decrease in intercompany profits deferred.
The consolidation adjustment in 2023 was favorably impacted by a reduction in the value of units under construction, resulting in a decrease in intercompany profits deferred.
This favorable impact was offset partially by the recognition of previously deferred home package costs that included higher priced lumber.
| Interest income: | | | | | | | | | | | | | | | | | | | | |
| Mortgage Banking | | | | | | $ | 16,687 | | | | | $ | 11,853 | | | | | $ | 8,725 | |
| Total segment interest income | | | | | | 16,687 | | | | | | 11,853 | | | | | | 8,725 | | |
| Other unallocated interest income | | | | | | 142,087 | | | | | | 32,458 | | | | | | 3,154 | | |
| Consolidated interest income | | | | | | $ | 158,774 | | | | | $ | 44,311 | | | | | $ | 11,879 | |
| Interest expense: | | | | | | | | | | | | | | | | | | | | |
| Homebuilding Mid Atlantic | | | | | | $ | 135,679 | | | | | $ | 143,322 | | | | | $ | 124,385 | |
| Homebuilding North East | | | | | | 33,310 | | | | | | 30,658 | | | | | | 25,463 | | |
| Homebuilding Mid East | | | | | | 39,021 | | | | | | 51,384 | | | | | | 43,695 | | |
| Homebuilding South East | | | | | | 80,921 | | | | | | 77,685 | | | | | | 59,381 | | |
| Mortgage Banking | | | | | | 865 | | | | | | 1,384 | | | | | | 1,587 | | |
| Total segment interest expense | | | | | | 289,796 | | | | | | 304,433 | | | | | | 254,511 | | |
| Corporate capital allocation (3) | | | | | | (288,805) | | | | | | (302,904) | | | | | | (252,787) | | |
| Senior Notes and other interest | | | | | | 26,749 | | | | | | 37,995 | | | | | | 51,393 | | |
| Depreciation and amortization: | | | | | | | | | | | | | | | | | | | | |
| Homebuilding Mid Atlantic | | | | | | $ | 5,914 | | | | | $ | 5,923 | | | | | $ | 6,183 | |
| Homebuilding North East | | | | | | 1,125 | | | | | | 1,216 | | | | | | 1,628 | | |
| Homebuilding Mid East | | | | | | 3,724 | | | | | | 3,948 | | | | | | 4,259 | | |
| Homebuilding South East | | | | | | 3,218 | | | | | | 3,093 | | | | | | 3,325 | | |
| Mortgage Banking | | | | | | 1,296 | | | | | | 1,135 | | | | | | 1,283 | | |
| Total segment depreciation and amortization | | | | | | 15,277 | | | | | | 15,315 | | | | | | 16,678 | | |
| Unallocated corporate | | | | | | 1,639 | | | | | | 2,081 | | | | | | 2,785 | | |
An excerpt. Shown here: 40 of 420 rewritten, 40 of 132 added and 40 of 78 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2024 filing and the FY2023 filing.