Meritage Homes CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds We have never declared cash dividends. Currently, we plan to retain our cash to finance the continuing development of the business. Future cash dividends, if any, will depend upon financial condition, results of operations, capital requirements, statutory requirements, compliance with certain restrictive debt covenants, as well as other factors considered relevant by our Board of Directors. Issuer Purchases of Equity Securities On February 13, 2019, our Board of Directors authorized a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock. On November 13, 2020, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program. On August 12, 2021, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program, which was announced on August 17, 2021. There is no stated expiration for this program. The repurchases of the Company's shares may be made in the open market, in privately negotiated transactions, or otherwise. The timing and amount of repurchases, if any, will be determined by the Company's management at its discretion and be based on a variety of factors such as the market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The share repurchase program may be modified, suspended or discontinued at any time. As of September 30, 2021 there was $177.4 million available under this program to repurchase shares. We purchased 95,461 shares under the program during the three months ended September 30, 2021. 39 Period Total Number of Shares Purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs July 1, 2021 - July 31, 2021 — $ — — $ 86,827,896 August 1, 2021 - August 31, 2021 — $ — — $ 186,827,896 September 1, 2021 - September 30, 2021 95,461 $ 99.23 95,461 $ 177,355,474 Total 95,461 95,461 Since September 30, 2021, we have repurchased and retired 243,885 shares of our common stock at an aggregate purchase price of $24.0 million under our authorized stock repurchase program. As of October 25, 2021, $153.4 million remained available under this program. 40 Item 6. Exhibits Exhibit Number Description Page or Method of Filing 3.1 Restated Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 3.1.1 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Proxy Statement for the Registrant's 2006 Annual Meeting of Stockholders 3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix B of Proxy Statement for the Registrant's 2008 Annual Meeting of Stockholders 3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Definitive Proxy Statement filed with the Securities and Exchange Commission on January 9, 2009 3.2 Amended and Restated Bylaws of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 8-K dated May 10, 2017 10.1 Amended and Restated Employment Agreement between the Company and Clinton Szubinski* Incorporated by reference to Exhibit 10.1 of Form 8-K dated August 17, 2021 10.2 Amendment to the Third Amended and Restated Employment Agreement between the Company and C. Timothy White* Incorporated by reference to Exhibit 10.1 of Form 8-K dated September 3, 2021 22 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22 of Form 10-K for the year ended December 31, 2020 31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer Filed herewith 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer Furnished herewith 101.0 The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 30, 2021 were formatted in Inline XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements. 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL. * Indicates a management contract or compensation plan. 41 SIGNATURES 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 thereunto duly authorized. MERITAGE HOMES CORPORATION, a Maryland corporation By: /s/ HILLA SFERRUZZA Hilla Sferruzza Chief Financial Officer and Chief Accounting Officer (Duly Authorized Officer and Principal Financial Officer) Date: October 29, 2021 INDEX OF EXHIBITS 3.1 Restated Articles of Incorporation of Meritage Homes Corporation 3.1.1 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.2 Amended and Restated Bylaws of Meritage Homes Corporation 10.1 Amended and Restated Employment Agreement between the Company and Clinton Szubinski* 10.2 Amendment to the Third Amended and Restated Employment Agreement between the Company and C. Timothy White* 22 List of Guarantor Subsidiaries 31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer 101.0 The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 30, 2021 were formatted in Inline XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements. 104.0 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL. * Indicates a management contract or compensation plan. 42