72 unchanged sentences
Total liabilities and stockholders’ equity $ 7,622,287 $ 7,162,654
−Removed: (1) Share amounts have been retroactively adjusted to reflect the 2-for-1 stock split that was effective on January 2, 2025.
See accompanying notes to consolidated financial statements
17 unchanged sentences
Expense ( 17,562 ) ( 14,657 ) ( 12,128 )
−Removed: (Loss)/earnings from financial services unconsolidated entities and other, net ( 2,096 ) ( 656 ) 5,951
+Added: Earnings/(loss) from financial services unconsolidated entities and other, net 2,978 ( 2,096 ) ( 656 )
Financial services profit 18,618 14,410 12,466
13 unchanged sentences
Diluted 71,348 73,332 74,138
−Removed: (1) Share and per share amounts have been retroactively adjusted to reflect the 2-for-1 stock split that was effective on January 2, 2025.
See accompanying notes to consolidated financial statements
3 unchanged sentences
(In thousands)
+Added: Shares Common
Stock Additional
5 unchanged sentences
Equity award compensation expense — — 22,511 — 22,511
+Added: Dividends declared ( 0.54 per share)
+Added: — — — ( 39,534 ) ( 39,534 )
Share repurchases ( 874 ) ( 5 ) ( 59,431 ) — ( 59,436 )
6 unchanged sentences
Share repurchases ( 1,464 ) ( 7 ) ( 126,658 ) — ( 126,665 )
+Added: Capped call transactions, net of tax — — ( 47,067 ) — ( 47,067 )
Balance at December 31, 2024 71,922 360 143,036 4,998,177 5,141,573
+Added: Stock Split effective January 2, 2025 (See Note 9) — 360 ( 360 ) — —
Net earnings — — — 453,013 453,013
4 unchanged sentences
Share repurchases ( 4,290 ) ( 43 ) ( 162,354 ) ( 135,157 ) ( 297,554 )
−Removed: Capped call transactions, net of tax — — ( 47,067 ) — ( 47,067 )
Balance at December 31, 2025 68,169 $ 682 $ — $ 5,194,961 $ 5,195,643
−Removed: (1) Share and per share amounts have been retroactively adjusted to reflect the 2-for-1 stock split that was effective on January 2, 2025.
See accompanying notes to consolidated financial statements
6 unchanged sentences
Net earnings $ 453,013 $ 786,186 $ 738,748
−Removed: Adjustments to reconcile net earnings to net cash (used in)/provided by operating activities:
+Added: Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities:
Depreciation and amortization 25,285 25,959 25,334
+Added: Real estate and land impairments 18,118 — 964
+Added: Write-off of terminated land deals 39,382 6,702 5,309
Stock-based compensation 19,683 25,809 22,511
5 unchanged sentences
Increase in real estate ( 274,052 ) ( 979,254 ) ( 357,408 )
−Removed: (Increase)/decrease in deposits on real estate under option or contract ( 81,354 ) ( 36,140 ) 10,463
−Removed: Decrease/(increase) in receivables, prepaids and other assets 39,776 ( 64,169 ) ( 102,950 )
+Added: Increase in deposits on real estate under option or contract ( 5,708 ) ( 81,354 ) ( 36,140 )
+Added: (Increase)/decrease in receivables, prepaids and other assets ( 55,265 ) 39,776 ( 64,169 )
(Decrease)/increase in accounts payable and accrued liabilities ( 92,370 ) ( 41,933 ) 22,609
Decrease in home sale deposits ( 11,300 ) ( 16,092 ) ( 1,356 )
−Removed: Net cash (used in)/provided by operating activities ( 227,576 ) 355,572 405,270
+Added: Net cash provided by/(used in) operating activities 118,288 ( 227,576 ) 355,572
Cash flows from investing activities:
9 unchanged sentences
Repayment of senior notes — ( 250,695 ) ( 150,884 )
−Removed: Proceeds from issuance of convertible senior notes 575,000 — —
+Added: Proceeds from issuance of senior and convertible senior notes 497,195 575,000 —
Payment of debt issuance costs ( 5,106 ) ( 17,082 ) —
3 unchanged sentences
Net cash provided by/(used in) financing activities 63,013 1,978 ( 252,283 )
−Removed: Net (decrease)/increase in cash and cash equivalents ( 269,672 ) 59,666 243,226
+Added: Net increase/(decrease) in cash and cash equivalents 123,602 ( 269,672 ) 59,666
Cash and cash equivalents, beginning of year 651,555 921,227 861,561
8 unchanged sentences
Meritage Homes Corporation ("Meritage Homes") is a leading designer and builder of single-family attached and detached homes.
−Removed: We primarily build in historically high-growth regions of the United States and offer a variety of entry-level and first move-up homes.
+Added: We primarily build in long-term high-growth markets of the United States and offer a variety of entry-level and first move-up homes.
We have homebuilding operations in three regions:
West, Central and East, which are comprised of twelve states:
−Removed: Arizona, California, Colorado, Utah, Texas, Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, and Tennessee.
+Added: Arizona, California, Colorado, Utah, Tennessee, Texas, Alabama, Florida, Georgia, Mississippi, North Carolina, and South Carolina.
These three regions are our principal homebuilding reporting segments.
−Removed: We also operate a financial services reporting segment.
−Removed: In this segment, we offer title and escrow, mortgage, and insurance services.
+Added: We also operate a financial services segment, which offers title and escrow, mortgage, and insurance services to our homebuyers.
Carefree Title Agency, Inc.
13 unchanged sentences
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Meritage Homes Corporation and those of our consolidated subsidiaries, partnerships and other entities in which we have a controlling financial interest, and of variable interest entities (see Note 3) in which we are deemed the primary beneficiary (collectively, “us”, “we”, “our” and the “Company”).
−Removed: Certain reclassifications have been made to prior year footnotes in the accompanying consolidated financial statements to conform to classifications used in the current year.
+Added: Certain reclassifications have been made to prior year footnotes and in the accompanying consolidated financial statements to conform to classifications used in the current year.
Intercompany balances and transactions have been eliminated in consolidation.
Effective January 2, 2025, our common stock was split two -for-one (the "Stock Split"), with no adjustment to the number of authorized shares or the par value.
−Removed: All share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Stock Split for all periods presented.
See Note 9 for additional information related to the Stock Split.
7 unchanged sentences
Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase.
−Removed: Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in that
−Removed: community or phase.
+Added: Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in that community or phase.
When a home closes, we may have incurred costs for materials and services that have not yet been paid.
2 unchanged sentences
Capitalized interest is included in cost of closings when the related inventory is closed.
−Removed: Included within our Real estate inventory is land held for development and land held for sale.
−Removed: Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future.
+Added: Included within our Real estate inventory is land held for development, land held for sale, and mothball communities.
+Added: Land held for development primarily represents land and development costs related to land where development activity is not currently underway but is expected to begin in the future.
For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years.
+Added: Mothball communities represent communities where we have elected to stop development of an existing actively selling community because we believe the economic performance of the community would be maximized by deferring development for a period of time to allow market conditions to improve.
We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e.
property taxes, homeowner association dues, etc.) are expensed as incurred.
+Added: See Note 2 for additional information related to capitalized interest.
We rely on certain estimates to determine our construction and land development costs.
7 unchanged sentences
All of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP.
−Removed: Community-level reviews are performed quarterly to determine if indicators of potential impairment exist.
+Added: Existing communities.
+Added: Community-level reviews on active communities are performed quarterly, with the community review bifurcated between started and unstarted lots, to determine if indicators of potential impairment exist.
If indicators of potential impairment exist and the undiscounted cash flows expected to be generated by an asset are lower than its carrying amount, impairment charges are recorded to write down the asset to its estimated fair value.
−Removed: The impairment of a community is allocated to each remaining unstarted lot in the community on a straight-line basis and is recognized in Cost of home closings in the period in which the impairment is determined.
−Removed: Our determination of fair value is based on projections and estimates.
−Removed: Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions, although if financial metrics improve, we do not reverse impairments once recorded.
+Added: The impairment of a community is allocated across the remaining lots in the community and is recognized in Cost of home closings in the period in which the impairment is determined.
+Added: The fair value of the community’s assets is determined using either a market-based approach for projects to be sold or a discounted cash flow model for projects we intend to build out.
+Added: If a market-based approach is used, we determine fair value based on recent comparable purchase and sale activity in the local market, adjusted for variances as determined by our knowledge of the region and general real estate expertise.
+Added: If a discounted cash flow approach is used, we compute fair value using projections, estimates and observable and unobservable inputs such as (i) home selling prices in the community adjusted for current and expected sales discounts and incentives, (ii) costs related to the community — both land development and home construction — including costs spent to date and budgeted remaining costs to spend, (iii) projected sales absorption rates, reflecting any product mix change strategies implemented to stimulate the orders pace, (iv) expected cancellation rates, (v) alternative land uses including disposition of all or a portion of the land owned, if applicable, and (vi) discount rate, which is currently 10-14% and varies based on the perceived risk inherent in the community’s other cash flow assumptions.
+Added: These assumptions vary widely across different communities and geographies and are largely dependent on local market conditions.
+Added: Community-level factors that may impact our key estimates include:
+Added: • Our current experience in the market;
+Added: • The presence and significance of local competitors, including their offered product type, comparable lot size, remaining lots and competitive actions such as incentive offerings;
+Added: • Economic and related demographic conditions for the surrounding community, such as major employers;
+Added: • Desirability of the particular community, including unique amenities or other favorable or unfavorable attributes;
+Added: • Existing home inventory supplies for the surrounding community.
+Added: These local circumstances may significantly impact our assumptions and the resulting computation of fair value and are, therefore, closely evaluated by our division personnel in their preparation of the discounted cash flow models.
+Added: The models are also evaluated by regional and corporate personnel for consistency and integration, as decisions that affect pricing or absorption at one community may have resulting consequences for neighboring communities.
+Added: Mothball communities.
+Added: In certain cases, we may elect to stop development of an existing actively selling community (mothball) if we believe the economic performance of the community would be maximized by deferring development for a period of time to allow market conditions to improve.
+Added: The decision may be based on financial and/or operational metrics.
+Added: If we decide to mothball a community, we will impair it to its fair value, if applicable, as discussed above and then cease future development activity until such a time when management believes that market conditions have improved and economic performance will be maximized.
+Added: Impairment charges, if any, are recognized in Cost of home closings in the period in which the impairment is determined.
+Added: No costs are capitalized to communities that are designated as mothballed.
+Added: When a community is initially placed into mothball status, it is management’s belief that the community is affected by local market conditions that are expected to improve within the next 1-5 years.
+Added: Mothball communities are reviewed at least annually to determine if they are at risk of future impairment.
+Added: The financial and operational status and expectations of these communities are analyzed as well as any unique attributes that could be viewed as indicators for future impairments.
+Added: Adjustments are made accordingly and incremental impairments, if any, are recorded at each re-evaluation.
+Added: Land held for sale or future development.
+Added: Land held for sale or future development is reviewed at least annually to determine if it is at risk of future impairment.
+Added: Our assessments on land held for sale or land held for future development typically involve third-party valuations, such as broker opinions, and recent comparable land sales in the area.
+Added: Our assessments typically include highly subjective estimates for future performance, including the timing of development, the product to be offered, orders pace and selling prices of the product when the community is anticipated to open for sales, and the projected costs to develop and construct the community.
+Added: We evaluate various factors to develop our forecasts, including the availability of and demand for homes and finished lots within the surrounding community, historical, current and future sales trends, and third-party data, if available.
+Added: Based on these factors, we reach conclusions for future performance based on our judgment.
+Added: If land held for sale or future development is deemed to be impaired, impairment changes are recognized in the period in which the impairment is determined.
+Added: Impairments on land held for sale are recognized in Cost of land closings and impairments on land held for future development are recognized in Cost of home closings.
See Note 2 for additional information related to Real estate.
28 unchanged sentences
Deferred Costs.
−Removed: At December 31, 2024 and 2023, deferred costs representing debt issuance costs related to our amended and restated unsecured revolving credit facility agreement (the "Credit Facility") of approximately $ 5.5 million and $ 5.3 million, respectively, net of accumulated amortization, are recorded on our consolidated balance sheets within Prepaids, other assets and goodwill.
+Added: At December 31, 2025 and 2024, deferred costs representing debt issuance costs related to our amended and restated unsecured revolving credit facility (the "Credit Facility") of approximately $ 5.4 million and $ 5.5 million, respectively, net of accumulated amortization, are recorded on our consolidated balance sheets within Prepaids, other assets and goodwill.
The costs are amortized to Interest expense using the straight line method which approximates the effective interest method.
2 unchanged sentences
We use the equity method of accounting for investments in unconsolidated entities over which we exercise significant influence but do not have a controlling interest.
−Removed: Under the equity method, our share of the unconsolidated entities’ pre-tax earnings or loss is included in Other income, net, or (Loss)/earnings from financial services unconsolidated entities and other, net, in our consolidated income statements.
+Added: Under the equity method, our share of the unconsolidated entities’ pre-tax earnings or loss is included in Other income, net, or Earnings/(loss) from financial services unconsolidated entities and other, net, in our consolidated income statements.
We use the cost method of accounting for investments in unconsolidated entities over which we do not have significant influence, if any.
32 unchanged sentences
Contract liabilities include home sale deposit liabilities related to sold but unclosed homes, and are classified as Home sale deposits in our accompanying consolidated balance sheets.
−Removed: Substantially all of our home orders are scheduled to close and be recorded as revenue within one year from the date of receiving a customer deposit.
+Added: Substantially all of our home orders are scheduled to close and be recorded as Home closing revenue within one year from the date of receiving a customer deposit.
Home closing and land closing revenue expected to be recognized in any future year related to remaining performance obligations (if any) and the associated contract liabilities expected to be recognized as revenue, excluding revenue pertaining to contracts that have an original expected duration of one year or less, are not material.
68 unchanged sentences
We regularly review our warranty reserves and adjust them, as necessary, to reflect changes in trends as information becomes available.
−Removed: Based on such reviews of warranty costs incurred, we recorded a favorable adjustment to our reserve balance of $ 1.0 million in the year ended December 31, 2024, primarily related to specific case reserves as discussed in Note 16.
+Added: Based on such reviews of warranty costs incurred, we did not record any adjustments in the year ended December 31, 2025.
A summary of changes in our warranty reserves follows (in thousands):
12 unchanged sentences
2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which aligns interim segment disclosure requirements with existing annual requirements and includes updates to segment reporting, most notably through enhanced disclosures about significant segment expenses and various Chief Operating Decision Maker ("CODM")-related disclosures.
−Removed: We adopted ASU 2023-07 effective for the fiscal year beginning January 1, 2024, and applied it retrospectively to all prior periods presented in these financial statements.
+Added: Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which aligns interim segment disclosure requirements with existing annual requirements and includes updates to segment reporting, most notably through enhanced disclosures about significant segment expenses and the Chief Operating Decision Maker ("CODM").
+Added: We adopted ASU 2023-07 for the annual period beginning January 1, 2024, and for interim periods beginning January 1, 2025.
+Added: ASU 2023-07 is applied retrospectively to all prior periods presented in these financial statements.
In December 2023, the FASB issued ASU No.
1 unchanged sentence
Improvements to Income Tax Disclosures ("ASU 2023-09"), which modifies the disclosure requirements primarily related to the effective tax rate reconciliation and income taxes paid by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.
−Removed: ASU 2023-09 is effective for us beginning January 1, 2025 and may be applied either retrospectively or prospectively.
−Removed: We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
+Added: We adopted ASU 2023-09 for the annual period beginning January 1, 2025, and for interim periods beginning January 1, 2026.
+Added: ASU 2023-09 is applied retrospectively to all prior periods presented in these financial statements.
In November 2024, the FASB issued ASU No.
5 unchanged sentences
2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):
−Removed: Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"), which clarifies the requirements for determining whether certain settlements of cove convertible debt instruments should be accounted for as an induced conversion.
−Removed: The amendments in ASU 2024-04 are effective for us beginning January 1, 2025, and may be adopted on either a prospective or a retrospective basis.
−Removed: We will elect the prospective transition approach and apply the amendments in ASU 2024-04 to any settlements of convertible debt instruments that occur after the effective date of the guidance.
+Added: Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"), which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.
+Added: We adopted ASU 2024-04 on January 1, 2025 on a prospective basis and will apply the amendments to any future settlements of convertible debt instruments, if applicable.
+Added: The adoption of ASU 2024-04 did not have any impact on the accompanying consolidated financial statements.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which modernizes the accounting for the costs of internal-use software by removing all references to software development project stages so that the guidance is neutral to different software development methods.
+Added: ASU 2025-06 is effective for our annual and interim reports within the fiscal year beginning January 1, 2028, and may be applied on a retrospective, modified transition or prospective basis.
+Added: We are currently evaluating the impact adopting this guidance will have on our consolidated financial statements.
+Added: In December 2025, the FASB issued ASU No.
+Added: 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements ("ASU 2025-11"), to clarify interim disclosure requirements and the applicability of Topic 270, Interim Reporting .
+Added: ASU 2025-11 is effective for our interim reports covering the fiscal year beginning January 1, 2028, and may be applied on a retrospective or prospective basis.
+Added: We are currently evaluating the impact adopting this guidance will have on our consolidated financial statements.
NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST
5 unchanged sentences
(1) Includes the allocated land and land development costs associated with each lot for sold and unsold homes.
−Removed: (2) Includes raw land, land held for development and land held for sale, less impairments, if any.
−Removed: We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e.
+Added: (2) Includes raw land, land held for development, land held for sale and communities in mothball status, less impairments, if any.
+Added: Land held for development, land held for sale and communities in mothball status totaled $ 164.4 million and $ 62.7 million as of December 31, 2025 and 2024, respectively.
+Added: We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e.
property taxes, homeowner association dues, etc.) are expensed as incurred.
−Removed: As previously noted, in accordance with ASC 360-10, each of our land inventory and related real estate assets is reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP.
−Removed: ASC 360-10 requires impairment charges to be recorded if the asset is not deemed recoverable and the fair value of such assets is less than their carrying amounts.
−Removed: Our determination of fair value is based on projections and estimates.
−Removed: In communities where impairment indicators are present, we may also evaluate alternative product offerings or other strategies for the land, such as pausing development, selling, or holding the land for sale.
−Removed: We recorded no impairment charges for the year ended December 31, 2024 and nominal charges for the years ended December 31, 2023 and 2022.
Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred to applicable qualifying assets in connection with our real estate development and construction activities.
9 unchanged sentences
(1) Approximately $ 40,000 , $ 192,000 and $ 346,000 of the capitalized interest is related to our joint venture investments and is a component of Investments in unconsolidated entities in our consolidated balance sheets as of December 31, 2025, 2024 and 2023, respectively.
+Added: As discussed in Note 1, and in accordance with ASC 360-10, all of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP.
+Added: Based on these reviews, we recorded the following impairment charges during the years ended December 31, 2025, 2024 and 2023 (in thousands):
+Added: Years Ended December 31,
+Added: 2025 2024 2023
+Added: Real estate inventory impairments:
+Added: West $ 742 $ — $ 964
+Added: Central 5,697 — —
+Added: East $ 10,093 $ — $ —
+Added: Total $ 16,532 $ — $ 964
+Added: Impairments of land held for sale:
+Added: West — $ — $ —
+Added: Central 1,442 — —
+Added: East 144 $ — $ —
+Added: Total $ 1,586 $ — $ —
+Added: Total impairments:
+Added: West 742 — 964
+Added: Central 7,139 — —
+Added: East 10,237 — —
+Added: Total $ 18,118 $ — $ 964
+Added: As discussed in Note 1, non-refundable deposits are expensed to Cost of home closings when a land acquisition is terminated or no longer considered probable.
+Added: The following tables summarizes the write-offs of non-refundable deposits and associated pre-acquisition costs for terminated land contracts during the periods presented (in thousands):
+Added: Years Ended December 31,
+Added: 2025 2024 2023
+Added: Terminated option/purchase contracts and related pre-acquisition costs:
+Added: West $ 8,599 $ 2,478 $ 3,336
+Added: Central 5,204 1,562 451
+Added: East $ 25,579 2,662 1,522
+Added: Total $ 39,382 $ 6,702 $ 5,309
NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED
8 unchanged sentences
Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any;
−Removed: the ability to control financing decisions for the
+Added: the ability to control financing decisions for the VIE;
the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with Meritage;
1 unchanged sentence
If we are not determined to control such activities, we are not considered the primary beneficiary of the VIE.
−Removed: If we do have the ability to control such activities, we will continue our analysis by determining if we are also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if we will benefit from a potentially significant amount of the VIE’s expected gains.
+Added: If we do have the ability to control such activities, we will continue our
+Added: analysis by determining if we are also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if we will benefit from a potentially significant amount of the VIE’s expected gains.
In substantially all cases, creditors of the entities with which we have option agreements have no recourse against us and the maximum exposure to loss in our option agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs.
32 unchanged sentences
In accordance with ASC 842, the lease liability is equal to the present value of the remaining lease payments while the right-of-use ("ROU") asset is based on the lease liability, subject to adjustment, such as for lease incentives.
−Removed: Our leases do not provide a readily determinable implicit interest rate and therefore, we
−Removed: must estimate our incremental borrowing rate.
+Added: Our leases do not provide a readily determinable implicit interest rate and therefore, we must estimate our incremental borrowing rate.
In determining our incremental borrowing rate, we consider the lease period, market interest rates, current interest rates on our senior notes and the effects of collateralization.
17 unchanged sentences
Year ended December 31,
+Added: 2026 $ 10,518
Thereafter 21,466
8 unchanged sentences
The primary activity of our land joint ventures is the development and sale of lots to joint venture partners and/or unrelated builders.
−Removed: During 2024, we entered into a new land joint venture from which we expect to purchase lots in the future for home construction.
Our mortgage joint venture is engaged in mortgage activities and primarily provides mortgage services to our homebuyers.
−Removed: As of December 31, 2024, we had two active equity-method land joint ventures and one mortgage joint venture.
+Added: As of December 31, 2025, we had three active equity-method land joint ventures and one mortgage joint venture.
Summarized condensed combined financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands):
17 unchanged sentences
(i) timing differences for revenue and distributions recognition, (ii) step-up basis and corresponding amortization, (iii) capitalization of interest on qualified assets, (iv) income deferrals as discussed in Note (2) below and (v) the cessation of allocation of losses from joint ventures in which we have previously written down our investment balance to zero and where we have no commitment to fund additional losses.
−Removed: (2) Our share of pre-tax (loss)/earnings from our mortgage joint venture is recorded in (Loss)/earnings from financial services unconsolidated entities and other, net on the accompanying consolidated income statements.
−Removed: Our share of pre-tax (loss)/earnings from all other joint ventures is recorded in Other income, net on the accompanying consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures, if any.
+Added: (2) Our share of pre-tax earnings/(loss) from our mortgage joint venture is recorded in Earnings/(loss) from financial services unconsolidated entities and other, net on the accompanying consolidated income statements.
+Added: Our share of pre-tax earnings/(loss) from all other joint ventures is recorded in Other income, net on the accompanying consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures, if any.
Such profit is deferred until homes are delivered by us and title passes to a homebuyer.
5 unchanged sentences
Other borrowings, secured real estate notes payable (1) $ 24,328 $ 29,343
−Removed: $ 910.0 million Credit Facility
+Added: $ 910.0 million unsecured revolving credit facility
Total $ 24,328 $ 29,343
(1) Reflects balance of non-recourse notes payable in connection with land purchases.
−Removed: The Company entered into the Credit Facility in 2014 that has been amended from time to time.
−Removed: In June 2024, the Credit Facility was amended to:
−Removed: increase the facility size;
−Removed: refresh the accordion feature permitting the facility size to be increased subject to certain conditions;
−Removed: extend the maturity date to June 12, 2029;
−Removed: and revise the applicable pricing grid.
−Removed: The Credit Facility's aggregate commitment is $ 910.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $ 1.4 billion, subject to certain conditions, including the availability of additional bank commitments.
−Removed: Borrowings under the Credit Facility bear interest at the Company's option, at either (1) term SOFR (based on 1, 3, or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus an applicable margin (ranging from 110 basis points to 175 basis points (the "applicable margin")) based on the Company's leverage ratio as determined in accordance with a pricing grid, (2) the higher of (i) the prime lending rate ("Prime"), (ii) an overnight bank rate plus 50 basis points and (iii) term SOFR (based on a 1 month interest period) plus a 10 basis point adjustment plus 1 %, in each case plus a margin ranging from 10 basis points to 75 basis points based on the Company's leverage in accordance with a pricing grid, or (3) daily simple SOFR plus a 10 basis point adjustment plus the applicable margin.
+Added: The Company entered into an amended and restated unsecured revolving credit facility agreement ("Credit Facility") in 2014 that has been amended from time to time.
+Added: On July 9, 2025, we entered into the Eleventh Amendment to Amended and Restated Credit Agreement, which extends the maturity date from June 12, 2029 to July 9, 2030.
+Added: The Credit Facility's aggregate commitment is $ 910.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $ 1.4
+Added: billion, subject to certain conditions, including the availability of additional bank commitments.
+Added: Borrowings under the Credit Facility bear interest at the Company's option, at either (1) term Secured Overnight Financing Rate ("SOFR") (based on 1, 3, or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus an applicable margin (ranging from 110 basis points to 175 basis points (the "applicable margin")) based on the Company's leverage ratio as determined in accordance with a pricing grid, (2) the higher of (i) the prime lending rate ("Prime"), (ii) an overnight bank rate plus 50 basis points and (iii) term SOFR (based on a 1 month interest period) plus a 10 basis point adjustment plus 1 %, in each case plus a margin ranging from 10 basis points to 75 basis points based on the Company's leverage in accordance with a pricing grid, or (3) daily simple SOFR plus a 10 basis point adjustment plus the applicable margin.
At December 31, 2025, the interest rate on outstanding borrowings under the Credit Facility would have been 4.89 % per annum, calculated in accordance with option (1) noted above and using the 1 month term SOFR.
3 unchanged sentences
We had no outstanding borrowings under the Credit Facility as of December 31, 2025 and 2024.
−Removed: During the years ended December 31, 2024 and 2023, we had no borrowings or repayments under the Credit Facility, and during the year ended December 31, 2022 we had $ 40.0 million in borrowings and repayments.
+Added: During the year ended December 31, 2025, we had $5.0 million of borrowings and repayments under the Credit Facility.
+Added: During the years ended December 31, 2024 and 2023, we had no borrowings or repayments under the Credit Facility.
As of December 31, 2025 we had outstanding letters of credit issued under the Credit Facility totaling $ 75.5 million, leaving $ 834.5 million available under the Credit Facility to be drawn.
2 unchanged sentences
At December 31,
−Removed: 6.00 % senior notes due 2025.
−Removed: At December 31, 2023 there was approximately $ 994 in net unamortized premium.
5.125 % senior notes due 2027 ("2027 Notes")
1 unchanged sentence
1.750 % convertible senior notes due 2028 ("2028 Convertible Notes")
+Added: 575,000 575,000
3.875 % senior notes due 2029 ("2029 Notes")
450,000 450,000
+Added: 5.650 % senior notes due 2035 ("2035 Notes").
+Added: At December 31, 2025, there was $ 2,571 in net unamortized discount.
Net debt issuance costs ( 17,703 ) ( 18,465 )
Total $ 1,804,726 $ 1,306,535
−Removed: The indentures for our 2027 Notes and 2029 Notes contain non-financial covenants including, among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions and mergers.
+Added: The indentures for our 2027 Notes, 2029 Notes and 2035 Notes contain covenants that place limits on secured debt and sale and leaseback transactions.
We were in compliance with all such covenants as of December 31, 2025.
4 unchanged sentences
We do not provide separate financial statements of the Guarantor Subsidiaries because Meritage Homes (the parent company) has no independent assets or operations and the guarantees are full and unconditional and joint and several.
−Removed: Subsidiaries of Meritage Homes Corporation that are non-guarantor subsidiaries are, individually and in the aggregate, minor.
+Added: Subsidiaries of Meritage Homes Corporation that are non-guarantor subsidiaries are, individually and in the aggregate, minor, and accordingly, the assets, liabilities and results of operations of Meritage Homes Corporation and the Guarantor Subsidiaries are not materially different than the corresponding amounts presented in the audited consolidated financial statements of Meritage Homes.
In June 2015, we completed an offering of $ 200.0 million aggregate principal amount of 6.00 % Senior Notes due 2025 (the "Original 2025 Notes").
1 unchanged sentence
In March 2018, the Company completed an offering of $ 200.0 million aggregate principal amount of additional 2025 Notes (the "Additional Notes").
−Removed: The Additional Notes were issued as an add-on to the Original 2025 Notes at a premium of 103 % of the principal amount, resulting in a combined $ 400.0 million aggregate principal amount of 6.00 % Senior Notes due 2025 (collectively, the "2025 Notes").
+Added: The Additional Notes were issued as an add-on to the Original 2025 Notes at a premium of 103 % of the principal amount, resulting in a combined $ 400.0
+Added: million aggregate principal amount of 6.00 % Senior Notes due 2025 (collectively, the "2025 Notes").
In September 2023, we partially redeemed $ 150.0 million of the 2025 Notes, incurring $ 0.9 million in early debt extinguishment charges during the year ended December 31, 2023, reflected as Loss on early extinguishment of debt in the accompanying consolidated income statements.
5 unchanged sentences
We used a portion of the net proceeds from this offering to redeem all $ 300.0 million aggregate principal then outstanding of other senior notes.
−Removed: Convertible Senior Notes due 2028
−Removed: In May 2024, we issued $ 575.0 million aggregate principal amount of the 2028 Convertible Notes pursuant to an Indenture dated as of May 9, 2024 (the “Indenture”).
+Added: In March 2025, we completed an offering of $ 500.0 million aggregate principal amount of the 2035 Notes.
+Added: The 2035 Notes were issued at a discount of 99.439 % of the principal amount and the net proceeds were used for general corporate purposes.
+Added: Convertible Notes
+Added: In May 2024, we issued $ 575.0 million aggregate principal amount of the 2028 Convertible Notes.
The 2028 Convertible Notes were issued at par and will mature on May 15, 2028, unless converted earlier in accordance with their terms prior to such date.
−Removed: We used a portion of the net proceeds from the offering to pay the cost of entering into the capped calls, as defined and described below, and to redeem the remaining $ 250.0 million aggregate principal then outstanding of our 2025 Notes, as previously discussed.
−Removed: The 2028 Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 8.6096 shares of common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of $ 116.15 per share.
−Removed: The conversion rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for accrued and unpaid interest or quarterly cash dividends.
+Added: We used a portion of the net proceeds from the offering to pay the cost of entering into the Capped Calls, as defined and described below, and to redeem all $ 250.0 million aggregate principal then outstanding of our 2025 Notes, as previously discussed.
+Added: The 2028 Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion rate of 8.6096 shares of common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 116.15 per share and is subject to adjustment in certain circumstances.
In addition, we must provide additional shares upon conversion if there is a "Make-Whole Fundamental Change".
The Company is required to satisfy its conversion obligations by paying cash up to the principal amount of notes and settle any additional value in cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.
+Added: During the year ended December 31, 2025, the conversion price was adjusted to $ 115.78 per share, as a result of the increased dividends we declared and paid during 2025.
Prior to February 15, 2028, the holders of the 2028 Convertible Notes may convert their notes only under the following conditions:
2 unchanged sentences
or (3) upon the occurrence of specified corporate events.
+Added: During the year ended December 31, 2025, the circumstances allowing holders of the 2028 Convertible Notes were not met.
On or after February 15, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances.
2 unchanged sentences
Capped Call Transactions
−Removed: Concurrent with the offering of the 2028 Convertible Notes, we used $ 61.8 million of the net proceeds to enter into privately negotiated capped call transactions (the "Capped Calls”) which require the Capped Calls counterparties (the "Counterparties") to provide shares of our common stock to converting debt holders up to a cap price.
−Removed: The Capped Calls each have an initial strike price of $ 116.15 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2028 Convertible Notes.
+Added: Concurrent with the offering of the 2028 Convertible Notes, we used a portion of the net proceeds to enter into privately negotiated capped call transactions (the "Capped Calls”) which require the Capped Calls counterparties (the "Counterparties") to provide shares of our common stock to converting debt holders up to a cap price.
+Added: The Capped Calls each have an initial strike price of approximately $ 116.15 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2028 Convertible Notes.
The Capped Calls have initial cap prices of $ 175.32 per share, subject to certain adjustments.
−Removed: The Capped Calls will reduce our obligation to settle, in shares or in cash, conversions when our stock price is between $ 116.15 and $ 175.32 .
−Removed: The Capped Calls are separate transactions entered into by the Company with each of the Counterparties, are not part of the terms of the 2028 Convertible Notes and do not change the note holders’ rights under the 2028 Convertible Notes or the Indenture.
+Added: The Capped Calls will reduce our obligation to settle, in shares or in cash, conversions when our stock price is between the strike price and the cap price.
+Added: During the year ended December 31, 2025, the strike price and cap price were adjusted to $ 115.78 per share and $ 174.77 per share, respectively, as a result of the increased dividends we declared and paid during 2025.
+Added: The Capped Calls are separate transactions entered into by the Company with each of the Counterparties, are not part of the terms of the 2028 Convertible Notes and do not change the note holders’ rights under the 2028 Convertible Notes or the indenture governing the 2028 Convertible Notes .
Holders of the 2028 Convertible Notes do not have any rights with respect to the Capped Calls.
2 unchanged sentences
Year Ended December 31,
+Added: Thereafter 500,000
Total $ 1,825,000
16 unchanged sentences
$ 300,000 $ 301,890 $ 300,000 $ 300,330
−Removed: 5.125 % senior notes due 2027
−Removed: $ 300,000 $ 300,330 $ 300,000 $ 295,500
1.750 % convertible senior notes due 2028
2 unchanged sentences
$ 450,000 $ 442,125 $ 450,000 $ 420,795
+Added: 5.650 % senior notes due 2035
+Added: $ 500,000 $ 510,050 $ — $ —
Other financial assets and liabilities, including our Loans payable and other borrowings, are generally shorter term in nature and the longer term balances are not material to our consolidated balance sheets.
2 unchanged sentences
Our Real estate assets are Level 3 instruments that are required to be recorded at fair value only if events and circumstances indicate that the carrying value may not be recoverable.
−Removed: Refer to Notes 1 and 2 for information regarding the valuation of these assets.
+Added: The fair value of inventories that were measured as of December 31, 2025 was $ 314.1 million.
+Added: See Note 1 for information on the significant observable and unobservable inputs we utilized in our fair value measurements with respect to the real estate assets measured at fair value.
NOTE 9 — EARNINGS PER SHARE;
14 unchanged sentences
There was no adjustment to the number of authorized shares or the par value.
−Removed: As required by ASC 260, Earnings Per Share , all share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Stock Split for all periods presented, inclusive of dividends and share repurchases.
During the years ended December 31, 2025, 2024, and 2023 our Board of Directors approved, and we paid, a quarterly cash dividend on common stock of $ 0.43 , $ 0.375 , and $ 0.135 per share, respectively.
2 unchanged sentences
The Inflation Reduction Act of 2022 (the "IRA"), which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
−Removed: During the years ended December 31, 2024 and 2023, we reflected the applicable excise tax in Additional paid-in capital as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accrued liabilities on the accompanying consolidated balance sheets.
+Added: The applicable excise tax is reflected in Additional paid-in capital as part of the cost basis of the stock repurchased and a corresponding liability for the excise taxes payable is recorded in Accrued liabilities on the accompanying consolidated balance sheets.
NOTE 10 — ACQUISITIONS AND GOODWILL
9 unchanged sentences
Balance at January 1, 2024 (1)
+Added: $ — $ 10,247 $ 22,715 $ — $ — $ 32,962
Additions — — — — — —
2 unchanged sentences
Balance at December 31, 2025 $ — $ 10,247 $ 22,715 $ — $ — $ 32,962
+Added: (1) Effective January 1, 2025, the Tennessee homebuilding operating segment has been reclassified from the East reporting segment to the Central reporting segment.
+Added: See Note 15 for additional information about the reclassification of the Tennessee homebuilding operating segment.
+Added: Prior period balances have been retroactively adjusted to reflect this reclassification.
NOTE 11 — STOCK BASED AND DEFERRED COMPENSATION
33 unchanged sentences
(1) Performance-based shares granted and earned/released for the year ended December 31, 2023 includes 52,334 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2020.
−Removed: These shares vested in March 2022.
−Removed: (2) Forfeitures on time-based nonvested shares are a result of terminations of employment, while forfeitures on performance-based nonvested shares are the result of failing to attain certain goals as outlined in our executive officers' compensation agreements or as a result of terminations of employment.
−Removed: (3) Performance-based shares granted and earned/released for the year ended December 31, 2023 includes 52,334 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2020.
These shares vested in February 2023.
+Added: (2) Forfeitures on time-based nonvested shares are a result of terminations of employment, while forfeitures on performance-based nonvested shares are the result of failing to attain certain goals as outlined in our executive officers' compensation agreements or as a result of terminations of employment.
(3) Performance-based shares granted and earned/released for the year ended December 31, 2024 includes 31,956 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2021.
These shares vested in March 2024.
+Added: (4) Performance-based shares granted and earned/released for the year ended December 31, 2025 includes 22,535 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2022.
+Added: These shares vested in February 2025.
Compensation cost related to time-based restricted stock awards is measured as of the closing price on the date of grant and is expensed, less forfeitures, on a straight-line basis over the vesting period of the award.
Compensation cost related to performance-based restricted stock unit awards is also measured as of the closing price on the date of grant but is expensed in accordance with ASC 718, which requires an assessment of probability of attainment of the performance target.
−Removed: As our performance targets are dependent on performance over a specified measurement period, once we determine that the performance target outcome is probable, the cumulative expense is recorded immediately with the remaining expense recorded on a straight-line basis through the end of the award vesting period.
−Removed: A portion of the performance-based restricted stock awards granted to our executive officers contain market conditions as defined by ASC 718.
+Added: As our performance targets are dependent on performance over a specified measurement period, once we determine that a performance target outcome is probable, the cumulative expense is recorded immediately with the remaining expense recorded on a straight-line basis through the end of the award vesting period.
+Added: A portion of the performance-based restricted stock unit awards granted to our executive officers contain market conditions as defined by ASC 718.
ASC 718 requires that compensation expense for stock awards with market conditions be expensed based on a derived grant date fair value and expensed over the service period.
−Removed: We engage a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is expensed straight-line over the service period of the awards.
−Removed: Below is a summary of stock-based compensation expense and stock award activity (in
+Added: We engage a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is expensed straight-line over the service period of
+Added: Below is a summary of stock-based compensation expense and stock award activity (dollars in thousands):
Years Ended December 31,
26 unchanged sentences
2025 2024 2023
+Added: Amount Percent Amount Percent Amount Percent
Expected taxes at current federal statutory income tax rate $ 122,766 21.0 % $ 210,603 21.0 % $ 199,380 21.0 %
−Removed: State income taxes, net of federal tax benefit 35,268 33,389 43,941
−Removed: Federal tax credits ( 30,071 ) ( 25,219 ) ( 19,676 )
−Removed: Non-deductible costs and other 884 3,132 2,104
+Added: State and local income taxes, net of federal income tax benefit (1)
+Added: 19,421 3.3 % 35,268 3.5 % 33,389 3.5 %
+Added: Tax credits ( 10,161 ) ( 1.7 ) % ( 30,071 ) ( 3.0 ) % ( 25,219 ) ( 2.7 ) %
+Added: Nontaxable or nondeductible items 87 — % 1,891 0.2 % 3,509 0.4 %
+Added: Other adjustment ( 526 ) ( 0.1 ) % ( 1,007 ) ( 0.1 ) % ( 377 ) — %
Income tax expense $ 131,587 22.5 % $ 216,684 21.6 % $ 210,682 22.2 %
−Removed: The effective tax rate was 21.6 %, 22.2 %, and 23.0 % for 2024, 2023 and 2022, respectively.
−Removed: The rate in all three years reflect an increasing benefit from Internal Revenue Code ("IRC") §45L energy efficient homes credits.
+Added: (1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California, Arizona and Florida for 2025;
+Added: California, Arizona, and Georgia for 2024;
+Added: and California, Arizona, and Florida for 2023.
+Added: The amounts of cash taxes paid are as follows (in thousands):
+Added: Years Ended December 31,
+Added: 2025 2024 2023
+Added: Federal $ 127,650 163,000 167,700
+Added: California 6,520 15,400 12,000
+Added: All other states 20,060 30,116 32,393
+Added: Total income taxes, net of amounts refunded 154,230 208,516 212,093
+Added: In 2025, there were no state jurisdictions with cash taxes paid that equaled or exceeded 5% of total income taxes paid.
+Added: In 2024 and 2023, California was the only jurisdiction with cash taxes paid that equaled or exceeded 5% of total income taxes paid.
Deferred tax assets and liabilities are netted on our balance sheet by tax jurisdiction.
−Removed: Net overall deferred tax assets for all
−Removed: jurisdictions are grouped and included as a separate asset.
+Added: Net overall deferred tax assets for all jurisdictions are grouped and included as a separate asset.
Net overall deferred tax liabilities for all jurisdictions are grouped and included in Accrued liabilities.
11 unchanged sentences
Capped Calls cost
+Added: State operating loss carry forwards 81 —
Other 6,805 8,479
3 unchanged sentences
Prepaids 1,845 1,367
+Added: 13,891 13,071
Fixed assets 9,527 7,705
9 unchanged sentences
Companies must assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified.
−Removed: This assessment considers, among other matters, the nature, frequency and severity of cumulative losses, forecasts of future profitability, the length of statutory carry forward periods, experiences with NOLs and experiences of utilizing tax credit carry forwards and tax planning alternatives.
−Removed: We have no NOLs or credit carryovers, and determined that no valuation allowance on our deferred tax assets is necessary at December 31, 2024.
+Added: This assessment considers, among other matters, the nature, frequency and severity of cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, experiences with NOLs and experiences of utilizing tax credit carryforwards and tax planning alternatives.
+Added: We have no federal NOLs or credit carryovers, and determined that no valuation allowance on our deferred tax assets is necessary at December 31, 2025.
On August 16, 2022, the IRA retroactively extended the energy tax credit to homes delivered from January 1, 2022 through December 31, 2032, modified the energy standards required to qualify for the tax credit and increased the per-home credit amount starting in 2023.
In accordance with these regulations, we recorded a tax benefit of $ 5.6 million, $ 29.1 million, and $ 22.7 million during the years ended December 31, 2025, 2024 and 2023, respectively, based on our estimate for qualifying new energy efficient homes that we closed in those years.
+Added: The decrease in the tax benefit recognized in 2025 compared to prior years was primarily due to more stringent ENERGY STAR® program requirements.
The IRA also created a 15% corporate alternative minimum tax on certain profits and creates a 1% excise tax on stock repurchases.
These provisions do not have a material impact on our financial statements.
−Removed: As of December 31, 2024, we have a deferred tax asset of $ 12.5 million related to the Capped Calls cost associated with the 2028 Convertible Notes.
−Removed: The Capped Calls cost was capitalized under GAAP as an adjustment to Additional paid-in capital.
−Removed: For tax purposes, we elected to integrate the Capped Calls transactions with the 2028 Convertible Notes under Treasury Regulation § 1.1275-6.
−Removed: This election allows the upfront cost of the Capped Calls options to be treated as interest expense, resulting in tax deductions over the term of the notes.
+Added: During the fourth quarter of 2025, we entered into a tax credit transfer agreement to purchase 2025 §45Z alternative clean fuel production credits and we recognized a tax benefit representing the purchase discount between the credit value and the total purchase price.
+Added: We expect to claim the full §45Z credit on our 2025 federal income tax return.
Our future deferred tax asset realization depends on sufficient taxable income in the carryforward periods under existing tax laws.
1 unchanged sentence
State NOL carryforwards may be used to offset future taxable income for a period ranging from 5 to 20 years, depending on the state jurisdiction.
−Removed: At December 31, 2024, we had no remaining un-utilized federal NOL carryforward, federal tax credits, or state NOL carryforwards.
−Removed: At December 31, 2024, we have no current income taxes receivable and current income taxes payable of $ 10.8 million, which consists of current federal and state tax accruals, net of current energy tax credits and estimated tax payments.
−Removed: This amount is recorded in Accrued liabilities on the accompanying consolidated balance sheets at December 31, 2024.
+Added: At December 31, 2025, we had no remaining unutilized federal NOL carryforward or federal tax credits, and had tax benefits of $ 0.1 million state NOL carryforwards that begin to expire in 2041.
+Added: At December 31, 2025, we have $ 12.8 million current income taxes receivable and no current income taxes payable.
+Added: Income taxes receivable consists of current federal and state tax accruals, net of current energy tax credits, §45Z transferrable credit and estimated tax payments in excess of income tax liability accrued at December 31, 2025.
+Added: We have accrued income taxes of $ 12.1 million recorded in Accrued liabilities on the accompanying consolidated balance sheets at December 31, 2025, which consist primarily of state franchise tax and federal excise tax on stock repurchases.
We conduct business and are subject to tax in the U.S.
3 unchanged sentences
We do not have any Federal or state income tax examinations pending resolution at this time.
−Removed: The future tax benefits from NOLs, built-in losses, and tax credits would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under IRC §382.
−Removed: Based on our analysis performed as of December 31, 2024, we do not believe that we have experienced an ownership change.
−Removed: As a protective measure, our stockholders held a Special Meeting of Stockholders on February 16, 2009 and approved an amendment to our Articles of Incorporation that restricts certain transfers of our common stock.
−Removed: The amendment is intended to help us avoid an unintended ownership change and thereby preserve the value of any tax benefit for future utilization.
NOTE 13 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
4 unchanged sentences
Interest, net of interest capitalized $ ( 15,702 ) $ ( 5,506 ) $ ( 1,454 )
−Removed: Income taxes paid $ 207,612 $ 211,247 $ 311,725
+Added: Income taxes paid, net $ 154,230 $ 208,516 $ 212,093
Non-cash operating activities:
−Removed: Real estate not owned (decrease)/increase $ — $ — $ ( 8,011 )
Real estate acquired through notes payable $ 7,990 $ 24,750 $ 9,267
4 unchanged sentences
We believe that the terms and fees negotiated for all transactions listed below are no less favorable than those that could be negotiated in arm’s length transactions.
−Removed: We charter aircraft services from companies that use the private plane of Steven Hilton, our Executive Chairman and former CEO, although Mr.
+Added: We charter aircraft services from companies that use the private plane of Steven J.
+Added: Hilton, our Executive Chairman, although Mr.
Hilton does not have an ownership interest in the charter companies.
8 unchanged sentences
Arizona, California, Colorado and Utah
−Removed: Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee
−Removed: We define our segments based on the way in which internally reported financial information is regularly provided and reviewed by the chief operating decision maker (“CODM”) to analyze financial performance, make decisions, and allocate resources.
+Added: Texas and Tennessee
+Added: Alabama, Florida, Georgia, Mississippi, North Carolina, and South Carolina
+Added: We define our segments based on the way in which internally reported financial information is regularly provided and reviewed by the CODM to analyze financial performance, make decisions, and allocate resources.
Our CODM is the chief executive officer.
−Removed: The CODM’s evaluation of the homebuilding segment performance is based on segment home closing revenue, home closing gross profit/(loss), home closing gross margin, total gross profit/(loss), commissions and other sales costs, general and administrative costs incurred by or allocated to each segment, including impairments, and operating income/(loss).
+Added: The CODM’s evaluation of the homebuilding segment performance is based on segment home closing revenue, home closing gross profit and gross margin, total gross profit, commissions and other sales costs, general and administrative expenses incurred by or allocated to each segment, including impairments, and operating income.
The CODM uses these performance metrics predominantly in the annual budget and forecasting process and considers budget-to-actual variances on a quarterly basis for these measures when making decisions about the allocation of operating and capital resources to each segment.
The CODM also uses these data points to assess the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees.
−Removed: The CODM also reviews financial services profit/(loss) to evaluate the performance of the financial services segment and make decisions about allocation of resources and financial services related product offerings.
+Added: The CODM also reviews financial services profits and losses to evaluate the performance of the financial services segment and make decisions about allocation of resources and financial services related product offerings.
+Added: Effective January 1, 2025, we realigned our internal organizational structure and resources following continued growth and recent entry into new markets.
+Added: As a result of the change in our organizational structure, the Tennessee homebuilding operating segment was reclassified from the East reporting segment to the Central reporting segment for the purpose of making operational and resource decisions and assessing financial performance.
+Added: Prior period balances have been retroactively adjusted to reflect this reclassification.
Each reportable segment follows the same accounting policies described in Note 1, “Business and Summary of Significant Accounting Policies.” Operating results for each segment may not be indicative of the results for such segment had it been an independent, stand-alone entity for the periods presented.
9 unchanged sentences
Home closing gross profit 368,119 383,906 384,167 1,136,192
−Removed: Land closing gross profit — 1,868 2,149 4,017
+Added: Land closing gross profit/(loss) 428 ( 1,289 ) 2,673 1,812
Total closing gross profit 368,547 382,617 386,840 1,138,004
7 unchanged sentences
Other income, net 44,145
−Removed: Loss on early extinguishment of debt ( 631 )
Net earnings before income taxes $ 584,600
31 unchanged sentences
Home closing gross profit 435,765 542,639 523,709 1,502,113
−Removed: Land closing gross profit 9,616 1,415 552 11,583
+Added: Land closing gross profit/(loss) 3,361 1,331 ( 249 ) 4,443
Total closing gross profit 439,126 543,970 523,460 1,506,556
7 unchanged sentences
Other income, net 47,948
+Added: Loss on early extinguishment of debt ( 907 )
Net earnings before income taxes $ 949,430
9 unchanged sentences
(1) Balance consists primarily of property and equipment, net, prepaid expenses and other assets, and development receivables.
−Removed: (2) Balance consists primarily of development reimbursements from local municipalities and prepaid expenses and other assets.
−Removed: (3) Balance consists primarily of cash and cash equivalents, goodwill (see Note 10), and prepaid expenses and other assets.
−Removed: (4) Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaid expenses and other assets.
+Added: (2) Balance consists primarily of development reimbursements from local municipalities, property and equipment, net, goodwill (See Note 10), and prepaid expenses and other assets.
+Added: (3) Balance consists primarily of prepaid expenses and other assets, goodwill (see Note 10), and property and equipment, net.
+Added: (4) Balance consists primarily of cash and cash equivalents, prepaid expenses and other assets, and deferred tax assets.
At December 31, 2024
6 unchanged sentences
Total assets $ 1,930,284 $ 1,934,954 $ 2,473,356 $ 3,049 $ 821,011 $ 7,162,654
−Removed: (1) Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and property and equipment, net.
−Removed: (2) Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and prepaid expenses and other assets.
−Removed: (3) Balance consists primarily of cash and cash equivalents, goodwill, prepaid expenses and other assets and property and equipment, net.
−Removed: (4) Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaid expenses and other assets.
+Added: (1) Balance consists primarily of property and equipment, net, prepaid expenses and other assets, and development receivables.
+Added: (2) Balance consists primarily of development reimbursements from local municipalities, property and equipment, net, goodwill (see Note 10), and prepaid expenses and other assets.
+Added: (3) Balance consists primarily of cash and cash equivalents, goodwill (see Note 10), and prepaid expenses and other assets.
+Added: (4) Balance consists primarily of cash and cash equivalents, deferred tax assets, net, and prepaid expenses and other assets.
NOTE 16 — COMMITMENTS AND CONTINGENCIES
8 unchanged sentences
Due to the degree of judgment and the potential for variability in our underlying assumptions and data, as we obtain additional information, we may revise our estimate and thus our related reserves.
−Removed: As of December 31, 2024, after considering potential recoveries from the consultants and contractors involved and their insurers and the potential recovery under our general liability insurance policies, we recorded a favorable adjustment to our reserve balance of $ 1.0 million in the year ended December 31, 2024 and we believe our reserves are sufficient to cover the above mentioned matters.
+Added: As of December 31, 2025, after considering potential recoveries from the consultants and contractors involved and their insurers and the potential recovery under our general liability insurance policies, we believe our reserves are sufficient to cover the above mentioned matters.
See Note 1 for information related to our warranty obligations.
See Note 4 for information related to our leases.
−Removed: NOTE 17 — SUBSEQUENT EVENTS
−Removed: As discussed in Notes 1 and 9, on November 21, 2024, our Board of Directors declared a two -for-one stock split of Meritage’s common stock in the form of a stock dividend.
−Removed: Each stockholder of record at the close of business on December 31, 2024 received one additional share of common stock for each share of common stock held, payable after the close of market on January 2, 2025.
−Removed: Trading began on a split-adjusted basis on January 3, 2025.
−Removed: There was no adjustment to the number of authorized shares or the par value.
−Removed: All share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Stock Split for all periods presented.
−Removed: Change in Segment Reporting
−Removed: Effective the first day of fiscal 2025 (i.e., January 1, 2025), we realigned our internal organizational structure and resources following continued growth and recent entry into new markets.
−Removed: As a result of the change in our organizational
−Removed: structure, the Tennessee homebuilding operating segment will be reclassified from the East reporting segment to the Central reporting segment for the purpose of making operational and resource decisions and assessing financial performance.
−Removed: The segment information presented in this Annual Report on Form 10-K does not reflect this change in the composition of our reportable segments, as the change did not take effect internally until the first quarter of fiscal 2025.
−Removed: We will begin reporting segment information based on this new segment structure in our Quarterly Report on Form 10-Q for the first quarter of fiscal 2025.
−Removed: For details on our reportable segments in fiscal 2024, see “Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Annual Report on Form 10-K.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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.