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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-14 · 46 added, 38 removed, 187 unchanged (31% of the section changed)

Controls and Procedures

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures.

In order to ensure that the information we must disclose in our filings and submissions with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures.

Our management, with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as of December 31, 2024 (the “Evaluation Date”).

8 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, the independent registered public accounting firm that audited our financial statement included in this Annual Report on Form 10-K, as stated in their attestation report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Meritage Homes Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in

Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.

20 unchanged sentences

Insider Trading Arrangements

During the fiscal quarter ended December 31, 2023, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the fiscal quarter ended December 31, 2024, no director or officer adopted or 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Except as set forth herein, information required in response to this item is incorporated by reference from the information contained in our 2025 Proxy Statement (which will be filed with the SEC no later than 120 days following the Company’s fiscal year end (the "2025 Proxy Statement")).

The information required by Item 10 regarding our executive officers appears in Part I, Item 1 of this Annual Report as permitted by General Instruction G(3).

The information required by Item 10 regarding our executive officers appears in Part I, Item 1 of this Annual Report as permitted by Form 10-K General Instruction G(3).

Executive Compensation

12 unchanged sentences

Schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.

(iii) The exhibits required by Item 601 of Regulation S-K are set forth in Item 15(b) of this Annual Report on Form 10-K.

Number Description Page or Method of Filing

18 unchanged sentences

4.2 Description of securities of Meritage Homes Corporation registered under Section 12 of the Securities Exchange Act of 1934

Incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2019

4.3 Indenture dated June 2, 2015 (re 6.00% Senior Notes due 2025) and form of 6.00% Senior Note

Incorporated by reference to Exhibit 4.1 of Form 8-K dated June 2, 2015

4.3.1 First Supplemental Indenture (re 6.00% Senior Notes due 2025)

Incorporated by reference to Exhibit 4.3 of Form 10-Q for the quarter ended June 30, 2019

4.3.2 Second Supplemental Indenture (re 6.00% Senior Notes due 2025)

Incorporated by reference to Exhibit 4.4.2 of Form 10-K for the year ended December 31, 2020

4.3.3 Third Supplemental Indenture (re 6.00% Senior Notes due 2025)

Incorporated by reference to Exhibit 4.4.3 of Form 10-K for the year ended December 31, 2020

Filed herewith

4.3 Indenture, dated June 6, 2017 (re 5.125% Senior Notes due 2027) and form of 5.125% Senior Note

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Incorporated by reference to Exhibit 4.5.3 of Form 10-K for the year ended December 31, 2020

4.3.4 Fourth Supplemental Indenture (re 5.125% Senior Notes due 2027)

Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2024

4.3.5 Fifth Supplemental Indenture (re 5.125% Senior Notes due 2027)

Filed herewith

4.4 Indenture, dated April 15, 2021 (re 3.875% Senior Notes due 2029) and form of 3.875% Senior Note

Incorporated by reference to Exhibit 4.1 of Form 8-K dated April 15, 2021

4.4.1 First Supplemental Indenture (re 3.875% Senior Notes due 2029)

Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2024

4.4.2 Second Supplemental Indenture (re 3.875% Senior Notes due 2029)

Filed herewith

Number Description Page or Method of Filing

4.5 Indenture, dated as of May 9, 2024 (re 1.750% Convertible Senior Notes due 2028) and form of 1.750% Convertible Senior Note

Incorporated by reference to Exhibit 4.1 of Form 8-K dated May 9, 2024

4.5.1 First Supplemental Indenture (re 1.750% Convertible Senior Notes due 2028)

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2024

4.5.2 Second Supplemental Indenture (re 1.750% Convertible Senior Notes due 2028)

Filed herewith

10.1 2018 Stock Incentive Plan *

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10.1.2 Representative Form of Performance Share Award Agreement *

Filed herewith

Incorporated by reference to Exhibit 10.1.2 of Form 10-K for the year ended December 31, 2023

10.1.3 Representative Form of Restricted Stock Unit Agreement *

Filed herewith

Incorporated by reference to Exhibit 10.1.3 of Form 10-K for the year ended December 31, 2023

10.2 Employment Agreement between the Company and Steven J.

26 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 27, 2019

Number Description Page or Method of Filing

10.10.6 Sixth Amendment to Amended and Restated Credit Agreement

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 5, 2023

Number Description Page or Method of Filing

10.11 Philippe Lord - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.1 of Form 8-K dated February 20, 2023

10.12 Hilla Sferruzza - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.2 of Form 8-K dated February 20, 2023

10.13 Clinton Szubinski - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.3 of Form 8-K dated February 20, 2023

10.14 Malissia Clinton - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated February 20, 2023

10.15 Javier Feliciano - Notice of Approved 2023 Compensation *

Incorporated by reference to Exhibit 10.4 of Form 8-K dated February 20, 2023

10.10.9 Ninth Amendment to Amended and Restated Credit Agreement

Filed herewith

10.10.10 Tenth Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 13, 2024

10.11 Philippe Lord - Notice of Approved 2024 Compensation *

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Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2021

10.17 Form of Base Capped Call Confirmation

Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 9, 2024

10.18 Form of Additional Capped Call Confirmation

Incorporated by reference to Exhibit 10.2 of Form 8-K dated May 9, 2024

19 Securities Trading Policy

Filed herewith

21 List of Subsidiaries

Incorporated by reference to Exhibit 21 to Form 10-K for the year ended December 31, 2022

Filed herewith

22 List of Guarantor Subsidiaries

Incorporated by reference to Exhibit 22 to Form 10-K for the year ended December 31, 2022

Filed herewith

23 Consent of Deloitte & Touche LLP

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97 Clawback Policy

Filed herewith

Incorporated by reference to Exhibit 97 of Form 10-K for the year ended December 31, 2023

101.0 The following financial statements from Meritage Homes Corporation Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 20, 2025, formatted in Inline XBRL (Extensible Business Reporting Language);

(i) Consolidated Balance Sheets, (ii) Consolidated Income Statements, (iii) Consolidated Statements of Stockholders' Equity (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

Number Description Page or Method of Filing

104.0 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL.

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AX Director February 20, 2025

/s/ RAYMOND OPPEL Director February 14, 2024

Raymond Oppel

/s/ DANA BRADFORD Director February 14, 2024

Dana Bradford

BRADFORD Director February 20, 2025

/s/ MICHAEL R.

ODELL Director February 20, 2025

/s/ DEBORAH ANN HENRETTA Director February 14, 2024

Deborah Ann Henretta

/s/ DEB HENRETTA Director February 20, 2025

/s/ JOSEPH KEOUGH Director February 20, 2025

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CALDERA Director February 20, 2025

/s/ DENNIS ARRIOLA Director February 14, 2024

Dennis Arriola

/s/ DENNIS V.

ARRIOLA Director February 20, 2025

/s/ ERIN LANTZ Director February 20, 2025

/s/ GEISHA WILLIAMS Director February 20, 2025

Geisha Williams

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures