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, restrictions imposed by our Credit Facility, as well as other factors considered relevant by our Board of Directors. 35 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 March 31, 2022 there was $54.1 million available under this program to repurchase shares. We purchased 1,037,967 shares under the program during the three months ended March 31, 2022. 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 January 1, 2022 - January 31, 2022 232,312 $ 98.63 232,312 $ 130,468,038 February 1, 2022 - February 28, 2022 647,641 $ 93.96 647,641 $ 69,615,096 March 1, 2022 - March 31, 2022 158,014 $ 98.33 158,014 $ 54,077,423 Total 1,037,967 1,037,967 36 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 10-Q for the quarter ended September 30, 1998 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 3.1.3 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 3.1.4 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 3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Definitive Proxy Statement filed by the Registrant 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 November 23, 2021 10.1 * Employment Agreement between the Company and Malissia Clinton Filed herewith 22 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22 of Form 10-K for the year ended December 31, 2021 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 ended March 31, 2022 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 March 31, 2022, formatted in Inline XBRL. * Indicates a management contract or compensation plan. 37 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 Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Date: April 29, 2022 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 3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation 3.2 Amended and Restated Bylaws of Meritage Homes Corporation 10.1* Employment Agreement between the Company and Malissia Clinton 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 ended March 31, 2022 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 March 31, 2022, formatted in Inline XBRL. * Indicates a management contract or compensation plan. 38