Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements
During the fiscal quarter ended September 30, 2024, no officer terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, and no director adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. During the fiscal quarter ended September 30, 2024, our officers adopted Rule 10b5-1 trading arrangements, as follows:
Name and Title Date Adopted Duration of Trading Arrangement Description of the Aggregate Number of Securities to be Sold Pursuant to the Arrangement
Phillippe Lord
Chief Executive Officer
August 19, 2024 March 3, 2025 - March 31, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on February 28, 2022 and vest on February 28, 2025.
Hilla Sferruzza
Executive Vice President and Chief Financial Officer
August 19, 2024 March 3, 2025 - March 31, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on February 28, 2022 and vest on February 28, 2025.
Steven J. Hilton
Executive Chairman
August 19, 2024 March 3, 2025 - March 31, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on February 28, 2022 and vest on February 28, 2025.
Clint Szubinski
Executive Vice President and Chief Operating Officer
August 19, 2024 March 3, 2025 - March 31, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on February 28, 2022 and vest on February 28, 2025.
Malissia Clinton
Executive Vice President and General Counsel
August 19, 2024 August 12, 2025 - August 30, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on August 10, 2022 and vest on August 10, 2025.
Javier Feliciano
Executive Vice President and Chief People Officer
August 19, 2024 March 3, 2025 - March 31, 2025 Sell sufficient shares to cover taxes due on vesting of equity awards that were granted on February 28, 2022 and vest on February 28, 2025.
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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 Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders filed on April 10, 2006
3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix B of the Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on April 1, 2008
3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Appendix A of the Definitive Proxy Statement filed on January 9, 2009
3.2 Meritage Homes Corporation Amended and Restated Bylaws Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023
10.1 First Supplemental Indenture (re 1.75% Convertible Senior Notes due 2028) Filed herewith
10.2 First Supplemental Indenture (re 3.875% Senior Notes due 2029) Filed herewith
10.3 Fourth Supplemental Indenture (re 5.125% Senior Notes due 2027) Filed herewith
22 List of Guarantor Subsidiaries Filed herewith
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 information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 30, 2024 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, 2024, formatted in Inline XBRL and contained in exhibit 101.
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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: October 31, 2024
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 Meritage Homes Corporation Amended and Restated Bylaws
10.1 First Supplemental Indenture (re 1.75% Convertible Senior Notes due 2028)
10.2 First Supplemental Indenture (re 3.875% Senior Notes due 2029)
10.3 Fourth Supplemental Indenture (re 5.125% Senior Notes due 2027)
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 information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and nine months ended September 30, 2024 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, 2024, formatted in Inline XBRL and contained in exhibit 101.
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