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NVR (NVR) awards time- and performance-based stock options to senior executives

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NVR, Inc. approved new non-qualified stock option grants for key executives. On the May 14, 2026 grant date, Paul C. Saville and Eugene J. Bredow each received options for 5,238 shares, Daniel D. Malzahn received 2,670, and Matthew B. Kelpy received 544. Each award is split evenly between time-based options that vest 100% on December 31, 2028 and performance-based options that follow the same schedule but also depend on NVR’s return on capital from 2026 through 2028. The exercise price is $5,720.10 per share, equal to the prior day’s closing price, and all options were issued under the NVR, Inc. 2018 Equity Incentive Plan.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Saville options granted 5,238 options Non-qualified stock options granted May 14, 2026
Bredow options granted 5,238 options Non-qualified stock options granted May 14, 2026
Malzahn options granted 2,670 options Non-qualified stock options granted May 14, 2026
Kelpy options granted 544 options Non-qualified stock options granted May 14, 2026
Exercise price $5,720.10 per share Closing price preceding the Grant Date
Vesting date December 31, 2028 Scheduled vesting for time- and performance-based options
Performance period 2026 through 2028 Return on capital requirement for performance-based options
non-qualified stock options financial
"approved the grant of non-qualified stock options to purchase NVR, Inc. common stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
time-based option financial
"One of the Options is a time-based option which will vest 100% on December 31, 2028"
performance-based financial
"The other award is performance-based and will vest on the same terms as the time-based options"
return on capital financial
"subject to an additional requirement that vesting will occur based on NVR's return on capital performance"
Return on capital measures how much profit a business generates from the money put into it, including funds from owners and borrowed money. Investors use it like a yardstick to see how efficiently a company turns each dollar of invested cash into earnings—if the return is higher than the cost of that money, the business is creating value; if it’s lower, the investment may be destroying value.
2018 Equity Incentive Plan financial
"granted under the NVR, Inc. 2018 Equity Incentive Plan, a copy of which was filed as Exhibit 10.1"
Understanding 8-K Material Events →
0000906163FALSE00009061632026-05-142026-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

NVR, Inc.
(Exact name of registrant as specified in its charter)
Virginia1-1237854-1394360
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

11700 Plaza America Drive, Suite 500
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)

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

Not applicable
(Former name or former address, if changed since last report)

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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Section13(a)of the Exchange Act. ☐





Item 5.02    Compensatory Arrangements of Certain Officers.
On May 14, 2026 (the "Grant Date"), the Compensation Committee of the Board of Directors of NVR, Inc., approved the grant of non-qualified stock options to purchase NVR, Inc. common stock (the "Options") to the following executive officers of NVR:

Name and Principal PositionOptions Granted
Paul C. Saville, Executive Chairman of the Board5,238
Eugene J. Bredow, President and Chief Executive Officer5,238
Daniel D. Malzahn, Senior Vice President, Chief Financial Officer and Treasurer2,670
Matthew B. Kelpy, Vice President, Chief Accounting Officer and Controller544

Each executive officer's awards consisted of two awards, each covering half of the number of Options listed above. One of the Options is a time-based option which will vest 100% on December 31, 2028, provided the executive officer remains employed by NVR as of the vesting date. The other award is performance-based and will vest on the same terms as the time-based options, subject to an additional requirement that vesting will occur based on NVR's return on capital performance during the three year period from 2026 through 2028.

The exercise price of each of the Options is $5,720.10 per share, which was the closing price of NVR's common stock on the day preceding the Grant Date.

All of the Options were granted under the NVR, Inc. 2018 Equity Incentive Plan, a copy of which was filed as Exhibit 10.1 to NVR, Inc.'s Registration Statement on Form S-8 filed with the SEC on May 3, 2018.

Additional terms of the time-based options granted to our executive officers are set forth in the form of Non-Qualified Stock Option Agreement, filed herewith as Exhibit 10.1. Additional terms of the performance-based options granted to our executive officers are set forth in the form of Non-Qualified Stock Option Agreement, filed herewith as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberExhibit Description
10.1
The Form of Non-Qualified Stock Option Agreement (Management time-based grants) under the NVR, Inc. 2018 Equity Incentive Plan. Filed herewith.
10.2
The Form of Non-Qualified Stock Option Agreement (Management performance-based grants) under the NVR, Inc. 2018 Equity Incentive Plan. Filed herewith.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NVR, Inc.
Date: May 15, 2026By:/s/ Matthew B. Kelpy
Matthew B. Kelpy
VP, Chief Accounting Officer and Controller

Source: View Original Filing on SEC EDGAR

FAQ

What executive stock option grants did NVR (NVR) approve on May 14, 2026?

NVR approved new non-qualified stock options for four executives totaling several thousand shares. Grants went to the Executive Chairman, CEO, CFO and Chief Accounting Officer, with each award split between time-based and performance-based options under the 2018 Equity Incentive Plan.

How many NVR (NVR) stock options were granted to each named executive?

Paul C. Saville and Eugene J. Bredow each received 5,238 options, Daniel D. Malzahn received 2,670, and Matthew B. Kelpy received 544. Each executive’s total grant is divided equally between time-based options and performance-based options tied to return on capital.

What is the exercise price of the new NVR (NVR) executive stock options?

The exercise price for all granted options is $5,720.10 per share. This price matches the closing price of NVR’s common stock on the trading day immediately before the May 14, 2026 grant date, aligning the grants with then-current market value.

When do NVR (NVR) executive stock options granted in May 2026 vest?

Both time-based and performance-based options are scheduled to vest on December 31, 2028. Time-based options require continued employment through that date, while performance-based options also depend on NVR’s return on capital during the 2026–2028 performance period.

How are the performance-based NVR (NVR) options determined for executives?

Performance-based options will vest on December 31, 2028 only if specified performance conditions are met. Vesting depends on NVR’s return on capital over the three-year period from 2026 through 2028, in addition to the executive remaining employed through the vesting date.

Under what plan were the May 2026 NVR (NVR) executive stock options granted?

All options were granted under the NVR, Inc. 2018 Equity Incentive Plan. This plan governs the terms of equity awards, and the company filed separate forms of non-qualified stock option agreements for time-based and performance-based management grants as exhibits.

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