Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements
During the fiscal quarter ended March 31, 2025, 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, except for the termination noted below:
Name and Title Date Terminated Duration of Terminated Trading Arrangement Description of the Terminated Trading Arrangement
Steven J. Hilton
Executive Chairman
February 18, 2025 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
4.1 Base Indenture, dated as of March 6, 2025, by among Meritage Homes Corporation, the Guarantors named therein and Regions Bank, as Trustee Incorporated by reference to Exhibit 4.1 of Form 8-K dated March 6, 2025
4.2 Supplemental Indenture, dated as of March 6, 2025, by among Meritage Homes Corporation, the Guarantors named therein and Regions Bank, as Trustee Incorporated by reference to Exhibit 4.2 of Form 8-K dated March 6, 2025
4.3 Form of 5.650% Senior Notes due 2035 (included in Exhibit 4.2) Incorporated by reference to Exhibit 4.3 of Form 8-K dated March 6, 2025
10.1 Phillippe Lord - Notice of Approved 2025 Compensation* Incorporated by reference to Exhibit 10.1 of Form 8-K dated March 7, 2025
10.2 Hilla Sferruzza - Notice of Approved 2025 Compensation* Incorporated by reference to Exhibit 10.2 of Form 8-K dated March 7, 2025
10.3 Clint Szubinski - Notice of Approved 2025 Compensation* Incorporated by reference to Exhibit 10.3 of Form 8-K dated March 7, 2025
10.4 Malissia Clinton - Notice of Approved 2025 Compensation* Incorporated by reference to Exhibit 10.4 of Form 8-K dated March 7, 2025
10.5 Javier Feliciano - Notice of Approved 2025 Compensation* Incorporated by reference to Exhibit 10.5 of Form 8-K dated March 7, 2025
22 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22 of Form 10-K for the year ended December 31, 2024
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
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101.0 The following information from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025 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, 2025, formatted in Inline XBRL and contained in exhibit 101.
* Indicates a management contract or compensation plan.
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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: April 25, 2025
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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
4.1 Base Indenture, dated as of March 6, 2025, by among Meritage Homes Corporation, the Guarantors named therein and Regions Bank, as Trustee
4.2 Supplemental Indenture, dated as of March 6, 2025, by among Meritage Homes Corporation, the Guarantors named therein and Regions Bank, as Trustee
4.3 Form of 5.650% Senior Notes due 2035 (included in Exhibit 4.2)
10.1 Phillippe Lord - Notice of Approved 2025 Compensation*
10.2 Hilla Sferruzza - Notice of Approved 2025 Compensation*
10.3 Clint Szubinski - Notice of Approved 2025 Compensation*
10.4 Malissia Clinton - Notice of Approved 2025 Compensation*
10.5 Javier Feliciano - Notice of Approved 2025 Compensation*
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 ended March 31, 2025 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, 2025, formatted in Inline XBRL and contained in exhibit 101.
* Indicates a management contract or compensation plan.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.