Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-12378


NVR, Inc.

(Exact Name of Registrant as Specified in its Charter)


Virginia54-1394360
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
11700 Plaza America Drive, Suite 500
Reston,Virginia20190
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (703) 956-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareNVRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, 2025, the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately $20,284,815,000.

As of February 9, 2026 there were 2,793,760 total shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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, 2026 are incorporated by reference into Part III of this report.

Table of Contents

NVR, Inc.

Form 10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments9
Item 1C.Cybersecurity9
Item 2.Properties10
Item 3.Legal Proceedings10
Item 4.Mine Safety Disclosures10
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11
Item 6.Reserved12
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13
Item 7A.Quantitative and Qualitative Disclosure About Market Risk25
Item 8.Financial Statements and Supplementary Data27
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure27
Item 9A.Controls and Procedures27
Item 9B.Other Information27
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections27
PART III
Item 10.Directors, Executive Officers, and Corporate Governance28
Item 11.Executive Compensation28
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters28
Item 13.Certain Relationships and Related Transactions, and Director Independence29
Item 14.Principal Accountant Fees and Services29
PART IV
Item 15.Exhibits and Financial Statement Schedules30

Table of Contents

PART I

Next: Item 1. Business.