NVR 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2026

OR

For the transition period from ____ to ____

Commission File Number: 1-12378

NVR, Inc.

(Exact name of registrant as specified in its charter)

11700 Plaza America Drive, Suite 500

Reston, Virginia 20190

(703) 956-4000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Not Applicable

(Former name, former address, and former fiscal year if changed since last report)

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

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 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026 there were 2,699,292 total shares of common stock outstanding.

NVR, Inc.

F****ORM 10-Q

T****ABLE OF C****ONTENTS

PART I. FINANCIAL INFORMATION

See notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

NVR, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

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(dollars in thousands, except per share data)

Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases or other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” "could," or “anticipates” or the negative thereof or other comparable terminology. All statements other than of historical facts are forward-looking statements. Forward-looking statements contained in this document may include those regarding market trends, our financial position and financial results, business strategy, the outcome of pending litigation, investigations or similar contingencies, and projected plans and objectives of management for future operations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or performance to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. 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 control. We undertake no obligation to update such forward-looking statements except as required by law. For additional information regarding risk factors and uncertainties, see Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Unless the context otherwise requires, references to “NVR,” “we,” “us,” or “our” include NVR and its consolidated subsidiaries.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

Business Environment and Current Outlook

During the first quarter of 2026, demand for new homes continued to be negatively impacted by affordability issues, high home inventory levels in certain markets, consumer sentiment and economic volatility. We expect that these issues may continue to weigh on demand and home prices. We also expect further margin pressure from higher land prices and from repositioning of communities as the housing market continues to adjust. 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.

Business

Our primary business is the construction and sale of single-family detached homes, townhomes and condominiums, all of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature markets. Additionally, we generally grow our business through market share gains in our existing markets and by expanding into markets contiguous to our current active markets. Our four homebuilding

reportable segments consist of the following regions:

Our lot acquisition strategy is predicated upon avoiding the financial requirements and risks associated with direct land ownership and development. We generally do not engage in land development (see discussion below of our land development activities). Instead, we typically acquire finished building lots from various third-party land developers pursuant to fixed price finished lot purchase agreements (“LPAs”). These LPAs require deposits, typically ranging up to 10% of the aggregate purchase price of the finished lots, in the form of cash or letters of credit that may be forfeited if we fail to perform under the LPA. This strategy has allowed us to maximize inventory turnover, which we believe enables us to minimize market risk and to operate with less capital, thereby enhancing rates of return on equity and total capital.

In addition to constructing homes primarily on a pre-sold basis and utilizing what we believe is a conservative lot acquisition strategy, we focus on obtaining and maintaining a leading market position in each market we serve. This strategy allows us to gain valuable efficiencies and competitive advantages in our markets, which we believe contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets. Our continued success is contingent upon our ability to control an adequate supply of finished lots on which to build.

In certain specific strategic circumstances, we deviate from our historical lot acquisition strategy and engage in joint venture arrangements with land developers or directly acquire raw ground already zoned for its intended use for development. Once we acquire raw ground, we generally sell the raw parcel to a developer and enter into an LPA with the developer to purchase the finished lots or, on a limited basis, hire a developer to develop the land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all our finished lot inventory using LPAs with forfeitable deposits.

As of March 31, 2026, we controlled approximately 181,700 lots as described below.

Lot Purchase Agreements

We controlled approximately 172,100 lots under LPAs with third parties through deposits in cash and letters of credit totaling approximately $1,004,400 and $5,500, respectively. Included in the number of controlled lots are approximately 18,900 lots for which we have recorded a contract land deposit impairment allowance of approximately $113,500 as of March 31, 2026.

Joint Venture Limited Liability Corporations (“JVs”)

We had an aggregate investment totaling approximately $68,900 in four JVs, expected to produce approximately 8,150 lots. We had additional JV funding commitments totaling approximately $26,000 as of March 31, 2026.

Land Under Development

We owned land with a carrying value of approximately $19,400 that we intend to develop into approximately 1,450 finished lots.

See Notes 2, 3 and 4 to the condensed consolidated financial statements included herein for additional information regarding LPAs, JVs and land under development, respectively.

Raw Land Purchase Agreements

In addition, we have certain properties under contract with land owners that are expected to yield approximately 37,000 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. As of March 31, 2026, these properties are

controlled with deposits in cash totaling approximately $48,100, of which approximately $12,900 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into an LPA with the assignee if the project is determined to be feasible.

Key Financial Results

Our consolidated revenues for the first quarter of 2026 totaled $1,881,063, a 22% decrease from the first quarter of 2025. Net income for the first quarter ended March 31, 2026 was $198,359, or $67.76 per diluted share, decreases of 34% and 29% when compared to the first quarter of 2025, respectively. Our homebuilding gross profit margin percentage decreased to 19.6% in the first quarter of 2026 from 21.9% in the first quarter of 2025. New orders, net of cancellations (“New Orders”) increased by 7% in the first quarter of 2026 compared to the first quarter of 2025. The average sales price for New Orders in the first quarter of 2026 was $440.1, a decrease of 2% compared to the first quarter of 2025.

Homebuilding Operations

The following table summarizes the results of operations and other data for our homebuilding operations:

Consolidated Homebuilding - Three Months Ended March 31, 2026 and 2025

Homebuilding revenues decreased 22% in the first quarter of 2026 compared to the same period in 2025, as a result of a 22% decrease in the number of units settled. The decrease in the number of units settled was attributable to a 15% lower backlog unit balance entering 2026 compared to 2025, coupled with a lower backlog turnover rate quarter over quarter. The gross profit margin percentage in the first quarter of 2026 decreased to 19.6%, compared to 21.9% in the first quarter of 2025. Gross profit margin was negatively impacted by continued pricing pressure and higher lot costs.

The number of New Orders increased 7% while the average sales price decreased 2% in the first quarter of 2026 compared to the first quarter of 2025. New Orders were favorably impacted by an 8% increase in the average number of active communities. The decrease in the average sales price of New Orders is primarily attributable to our North East segment, which had a shift to lower priced communities in certain markets year over year.

Selling, general and administrative (“SG&A”) expense in the first quarter of 2026 decreased by approximately $8,100 compared to the first quarter of 2025, but increased as a percentage of revenue to 8.6% from 7.0%. The decrease in SG&A expense was primarily attributable to a decrease of approximately $4,700 in equity-based compensation and a decrease of approximately $3,500 in personnel costs due primarily to a decrease in headcount quarter over quarter.

Our backlog represents homes sold but not yet settled with our customers. As of March 31, 2026, backlog on a unit basis remained flat at 10,171 units and on a dollar basis decreased 3% to $4,698,779 when compared to 10,165 units and $4,837,847, respectively, as of March 31, 2025.

Our backlog may be impacted by customer cancellations for various reasons that are beyond our control, such as failure to obtain mortgage financing, inability to sell an existing home, job loss, or a variety of other reasons. In any period, a portion of the cancellations that we experience are related to new sales that occurred during the same period, and a portion are related to sales that occurred in prior periods and therefore appeared in the opening backlog for the current period. Our first quarter cancellation rate was approximately 14% and 16% for 2026 and 2025, respectively, calculated as the total of all cancellations during the period as a percentage of gross sales during that same period. During the most recent four quarters, approximately 6% of the quarter’s opening backlog cancelled during the fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur during the remainder of 2026 or future years. Other than those units that are cancelled, we expect to settle substantially all of our March 31, 2026 backlog within the next twelve months.

The rate at which we turn over our backlog is impacted by various factors, including, but not limited to, changes in New Order activity, internal production capacity, external subcontractor capacity, building material availability, regulatory approvals and other external factors over which we do not exercise control.

Reportable Segments

Homebuilding segment profit includes all revenues and income generated from the sale of homes, less the cost of homes sold, SG&A expenses, and a corporate capital allocation charge determined by corporate management. The corporate capital allocation charge eliminates in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker to determine whether the operating segment is providing the desired rate of return after covering our cost of capital.

We record charges on contract land deposits when we determine that it is probable that recovery of the deposit is impaired. For segment reporting purposes, impairments on contract land deposits are generally charged to the operating segment upon the termination of an LPA with the developer, or the restructuring of an LPA resulting in the forfeiture of the deposit. We evaluate our entire net contract land deposit portfolio for impairment each quarter. For presentation purposes below, the contract land deposit allowance as of March 31, 2026 and December 31, 2025 has been allocated to the respective year’s reportable segments to show contract land deposits on a net basis. The net contract land deposit balances below also include approximately $5,500 and $4,600 as of March 31, 2026 and December 31, 2025, respectively, of letters of credit issued as deposits in lieu of cash.

The following tables summarize certain homebuilding operating activity by reportable segment for the three months ended March 31, 2026 and 2025.

Selected Segment Financial Data:

Segment Operating Activity:

Homebuilding Inventory:

(1) The reconciling items between segment inventory and consolidated inventory include certain consolidation adjustments necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes. These consolidation adjustments are not allocated to our operating segments.

Lots Controlled and Land Deposits:

Mid Atlantic

Three Months Ended March 31, 2026 and 2025

The Mid Atlantic segment had an approximate $95,500, or 51%, decrease in segment profit in the first quarter of 2026 compared to the first quarter of 2025. The decrease in segment profit was driven by a decrease in segment revenues of approximately $344,200, or 32%, coupled with a decrease in gross profit margin to 22.2% in the first quarter of 2026 from 24.1% in the same period of 2025. Segment revenues decreased due to a 31% decrease in the number of units settled. The decrease in settlements was primarily attributable to a 22% lower backlog unit balance entering 2026 compared to backlog entering 2025, coupled with a lower backlog turnover rate quarter over quarter. Gross profit margins were negatively impacted by higher lot costs and pricing pressure.

Segment New Orders increased 3%, while the average sales price of New Orders decreased 3% in the first quarter of 2026 compared to the first quarter of 2025. New Orders were higher primarily due to a 4% increase in the average number of active communities.

North East

Three Months Ended March 31, 2026 and 2025

The North East segment had an approximate $22,700, or 41%, decrease in segment profit in the first quarter of 2026 compared to the first quarter of 2025. The decrease in segment profit was driven by a decrease in segment revenues of approximately $48,300, or 17%, coupled with a decrease in gross profit margin to 22.4% in the first quarter of 2026 from 26.4% in the same period of 2025. Segment revenues decreased due to a 22% decrease in the number of units settled, offset partially by a 7% higher average settlement price quarter over quarter. The decrease in settlements was primarily attributable to an 8% lower backlog unit balance entering 2026 compared to the backlog entering 2025, coupled with a lower backlog turnover rate quarter over quarter. The increase in the average settlement price was primarily attributable to a relative shift in settlements to higher priced communities in certain markets. Gross profit margins were negatively impacted by higher lot costs and certain material costs.

Segment New Orders increased 24% while the average sales price of new orders decreased 12%, in the first quarter of 2026 compared to the first quarter of 2025. The increase in New Orders was primarily attributable to a 30% increase in the average number of active communities quarter over quarter. The average sales price of New Orders was negatively impacted by a shift to lower priced communities in certain markets within the segment.

Mid East

Three Months Ended March 31, 2026 and 2025

The Mid East segment had an approximate $18,900, or 35%, decrease in segment profit in the first quarter of 2026 compared to the first quarter of 2025. The decrease in segment profit was driven by a decrease in segment revenues of approximately $102,000, or 25%. Segment revenues decreased due to a 29% decrease in the number of units settled, offset partially by a 6% higher average settlement price. The decrease in settlements was primarily attributable to a 20% lower backlog unit balance entering 2026 compared to the backlog entering 2025, coupled with a lower backlog turnover rate quarter over quarter. The increase in the average settlement price was attributable to a 5% higher average price of units in backlog entering 2026 compared to backlog entering 2025.

Segment New Orders increased 8%, while the average sales price of New Orders increased 1% in the first quarter of 2026 compared to the first quarter of 2025. The increase in New Orders was primarily attributable to a 6% increase in the average number of active communities quarter over quarter.

South East

Three Months Ended March 31, 2026 and 2025

The South East segment had an approximate $17,100, or 37%, decrease in segment profit in the first quarter of 2026 compared to the first quarter of 2025. The decrease in segment profit was primarily due to a decrease in segment revenues of approximately $21,100, or 4%, coupled with a decrease in gross profit margin percentage to 17.4% in the first quarter of 2026 from 19.7% in the same period of 2025. The decrease in segment revenues was attributable primarily to a 6% decrease in the number of units settled. The decrease in settlements was attributable to a 4% lower backlog unit balance entering 2026 compared to the backlog entering 2025, coupled with a lower backlog turnover rate quarter over quarter. Gross profit margins were negatively impacted by higher lot costs and an increase in lot deposit impairment charges quarter over quarter.

Segment New Orders increased 8% while the average sales price of New Orders remained flat in the first quarter of 2026 when compared to the first quarter of 2025. The increase in New Orders was primarily attributable to a 9% increase in the average number of active communities quarter over quarter.

Homebuilding Segment Reconciliations to Consolidated Homebuilding Operations

In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling items between homebuilding segment profit and homebuilding consolidated income before tax include unallocated corporate overhead (which includes all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury and human resources, are centrally performed and the costs are not allocated to our operating segments. Consolidation adjustments consist of such items to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to our operating segments. External corporate interest expense primarily consists of interest charges on our Senior Notes, and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.

(1)This item represents changes to the contract land deposit impairment allowance, which are not allocated to the reportable segments. See further discussion of lot deposit impairment charges in Note 2 in the accompanying condensed consolidated financial statements.

(2)This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the periods presented:

Mortgage Banking Segment

Three Months Ended March 31, 2026 and 2025

We conduct our mortgage banking activity through NVRM Mortgage Finance, Inc. ("NVRM"), a wholly owned subsidiary. NVRM focuses exclusively on serving the homebuilding segment customer base. NVRM sells the loans it originates into the secondary markets primarily on a servicing-released basis, typically within 30 days from the loan closing. The following table summarizes the results of our mortgage banking operations and certain statistical data for the three months ended March 31, 2026 and 2025:

Loan closing volume for the three months ended March 31, 2026 decreased by approximately $380,000, or 27%, from the same period in 2025. The decrease in loan closing volume during the three months ended March 31, 2026 was primarily due to a 26% decrease in the number of loans closed in the first quarter of 2026 compared to the first quarter of 2025, consistent with the 22% decrease in settlements in our homebuilding operations.

Segment profit for the three months ended March 31, 2026 decreased by approximately $5,800, or 17%, from the same period in 2025. The decrease was primarily attributable to a decrease in mortgage banking fees, partially offset by a decrease in general and administrative expenses. Mortgage banking fees decreased by approximately $6,400, or 12%, primarily due to lower gains on sales of loans. General and administrative expenses decreased by $1,100, or 5%, which was the result of decreased personnel costs.

Seasonality

We historically have experienced variability in our quarterly results, generally having higher New Order activity in the first half of the year and higher home settlements, revenue and net income in the second half of the year. However, in recent years our typical seasonal trends have been affected by significant changes in market conditions. As a result, our quarterly results of operations are not necessarily indicative of the results that may be expected for the full year.

Effective Tax Rate

Our effective tax rate during the three months ended March 31, 2026 was 21.2% compared to 25.5% for the three months ended March 31, 2025. The decrease in the effective tax rate in the first quarter of 2026 is primarily attributable to a higher income tax benefit recognized for excess tax benefits from stock option exercises, which totaled approximately $12,600 and $2,700 for the three months ended March 31, 2026 and March 31, 2025, respectively.

We expect continued tax rate volatility in future periods attributable to the recognition of excess tax benefits from equity-based awards activity and distributions from the deferred compensation plans. Given the limited number of participants in our deferred compensation plan, the retirement of a participant could result in a significant distribution of the rabbi trust shares and corresponding tax deduction for the Company.

Liquidity and Capital Resources

We fund our operations primarily from our current cash holdings and cash flows generated by operating activities. In addition, we have available a short-term unsecured working capital revolving credit facility and revolving mortgage repurchase facility, as further described below. As of March 31, 2026, we had approximately $1,700,000 in cash and cash equivalents, approximately $288,800 in unused committed capacity under our revolving credit facility and $150,000 in unused committed capacity under our revolving mortgage repurchase facility.

Material Cash Requirements

We believe that our current cash holdings, cash generated from operations, and cash available under our short-term unsecured credit agreement and revolving mortgage repurchase facility, as well as the public debt and equity markets, will be sufficient to satisfy both our short term and long term cash requirements for working capital to support our daily operations and meet commitments under our contractual obligations with third parties. Our material contractual obligations primarily consist of the following:

(i) Payments due to service our debt and interest on that debt. Our current outstanding Senior Notes total $900,000 and mature in May 2030. Future interest payments on our outstanding Senior Notes total approximately $118,050, with $27,000 due within the next twelve months.

(ii) Payment obligations totaling approximately $698,600 under existing LPAs for deposits to be paid to land developers, assuming that contractual development milestones are met by the developers and we exercise our option to acquire finished lots under those LPAs. We expect to make the majority of these payments within the next three years.

(iii) Obligations under operating and finance leases related primarily to office space and our production facilities (see Note 12 of this Form 10-Q for additional discussion of our leases).

In addition to funding growth in our homebuilding and mortgage banking operations, we historically have used a substantial portion of our excess liquidity to repurchase outstanding shares of our common stock in open

market and privately negotiated transactions. This ongoing repurchase program assists us in accomplishing our primary objective, creating increases in shareholder value. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this Form 10-Q for further discussion of repurchase activity during the first quarter of 2026. For the quarter ended March 31, 2026, we repurchased 90,180 shares of our common stock at an aggregate purchase price of $631,956 As of March 31, 2026, we had approximately $667,600 available under a Board approved repurchase authorization.

Capital Resources

Senior Notes

As of March 31, 2026, we had $900,000 of unsecured 3% senior notes outstanding, which mature in May 2030.

Credit Agreement

We have an unsecured revolving credit agreement (the "Credit Agreement") which provides for aggregate revolving loan commitments of $300,000, and a $100,000 sublimit for the issuance of letters of credit, of which there was approximately $11,200 outstanding as of March 31, 2026. There were no borrowings outstanding under the Credit Agreement as of March 31, 2026.

Repurchase Agreement

NVRM has an unsecured revolving mortgage repurchase facility (the “Repurchase Agreement”) which provides for aggregate borrowings up to $150,000. There were no borrowings outstanding under the Repurchase Agreement as of March 31, 2026.

For additional information regarding the Senior Notes, Credit Agreement and Repurchase Agreement, see Note 10 to the condensed consolidated financial statements included herein, and Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Cash Flows

For the three months ended March 31, 2026, cash, restricted cash, and cash equivalents decreased by $227,194. Net cash provided by operating activities was $339,686, due primarily to cash provided by earnings for the three months ended March 31, 2026 and a $276,676 reduction in mortgage loans held for sale. Cash was primarily used to fund the increase in inventory of $214,950, attributable to an increase in units under construction as of March 31, 2026 compared to December 31, 2025.

Net cash provided by investing activities for the three months ended March 31, 2026 was $12,465, due primarily to cash provided by the sale of our interest in an unconsolidated joint venture of $21,559. Cash was used primarily for investments in unconsolidated joint ventures totaling $4,388 and purchases of property, plant and equipment of $4,871.

Net cash used in financing activities was $579,345 for the three months ended March 31, 2026. Cash was used to repurchase 90,180 shares of our common stock at an aggregate purchase price of $631,956 under our ongoing common stock repurchase program, discussed above. Cash was provided from stock option exercise proceeds totaling $54,087.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates as previously disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements

See Note 1 of this Form 10-Q for additional discussion of recently issued accounting pronouncements.

There have been no material changes in our market risks during the three months ended March 31, 2026. For additional information regarding our market risks, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no changes in our internal control over financial reporting in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various litigation matters arising in the ordinary course of business. In the opinion of management, and based on advice of legal counsel, this litigation is not expected to have a material adverse effect on our financial position, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.

There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended March 31, 2026, we fully utilized the remaining amount available under our $750 million share repurchase authorization that was publicly announced on August 8, 2025. On February 11, 2026, we publicly announced that our Board of Directors had approved an additional repurchase authorization in the amount of up to $750 million. The share repurchase authorizations authorized the repurchase of our outstanding common stock in one or more open market and/or privately negotiated transactions, with no expiration date. Repurchase activity 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 March 31, 2026: